PURCHASE AGREEMENT
                             AutoMax
                           Central Ave
                      Columbia Heights, MN
                                

This  AGREEMENT, entered into effective as of the  20th  of  Nov,
1996 .

l.   Parties.  Seller  is  AEI  Real  Estate  Fund  85-B  Limited
Partnership, ("Seller"), Seller holds an undivided 100%  interest
in  the fee title to that certain real property legally described
in  the  attached Exhibit "A". (the "Property")  Buyer  is  Madan
Estates  /s/ R /s/ HSM [changed to conform to the facts]  married
with rights of survivorship ("Buyer"). Seller wishes to sell  and
Buyer wishes to buy the Property.

2. Property. The Property to be sold to Buyer in this transaction
is legally described on Exhibit A attached hereto, subject to all
easements, covenants, conditions, restrictions and agreements  of
record ("Permitted Exceptions").

3.  Purchase  Price.  The purchase price  for  this  Property  is
$414,375  /s/  R [changed to conform to the facts] based  on  the
following terms:

4.  Terms.  The purchase price for the Property will be  paid  by
Buyer as follows:

     (a)  When this agreement is executed, Buyer will pay  $5,000
     to be deposited into Escrow (the "First Payment"). The First
     Payment will be credited against the purchase price when and
     if escrow closes and the sale is completed.
     
     (b)  Balance  of purchase price, $409,375 /s/R  [changed  to
     conform  to  the facts] to be deposited into  escrow  on  or
     before closing.

5  Closing  Date.   Escrow shall close on or before  January  31,
1997. /s/ HSM /s/ R [changed to conform to the facts]

6.   Contingencies:   Buyer agrees to use  its  best  efforts  to
secure a commitment for financing of the Purchase Price on  terms
reasonably  satisfactory  to  it and  to  execute  all  documents
reasonably required to consummate said financing.  In  the  event
Buyer  cannot secure a commitment for such financing on or before
forty  five  days from the date first written above, and  in  the
event  Buyer  delivers to Seller on or before said  date  written
notice  of  its failure to secure said commitment, then  in  such
event  this  agreement shall become null and void and  the  First
Payment  paid herein shall be refunded to Buyer.  Absent delivery
of  said notice by Buyer to Seller, and absent default by  Seller
hereunder,  after the expiration of said forty  five  days,  this
contingency  to  Buyer's obligations hereunder  shall  be  deemed
satisfied, the First Payment shall be non-refundable and shall be
the sole property of Seller.

7  .  Due Diligence. Buyer will have until the expiration of  the
tenth  day after delivery of each of following items (the "Review
Period"),  to  be  supplied by Seller,  to  conduct  all  of  its
inspections  and due diligence and satisfy itself regarding  each
item, the Property, and this transaction.





Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).
     
     (b)  Copies  of  a Certificate of Occupancy  or  other  such
     document  as  of the date reflected thereon  as  may  be  in
     Seller's   possession  certifying  completion  and  granting
     permission  to  permanently occupy the improvements  on  the
     Entire Property.
     
     (c)  Copies  of  an "as built" survey of the  Property  done
     concurrent with Seller's acquisition of the Property.
     
     (d)  Lease  of  the Property showing occupancy  date,  lease
     expiration  date, rent, and security deposit,  if  any,  and
     Guarantys,  if  any,  accompanied by such  tenant  financial
     statements  as  provided  to Seller  by  the  Tenant  and/or
     Guarantors.
     
     (e)  Phase  I Environmental Site Assessment dated April  19,
     1996.
     
     (f)  UST Abandonment and Phase II Investigation Report dated
     June 25, 1996.
     
     (g)  Within  forty-five (45) days after  execution  of  this
     Agreement  by  both parties, Buyer shall have the  right  to
     inspect  and  obtain further investigations of the  Property
     (the  "Inspection Period").  Buyer shall indemnify and  hold
     Seller  harmless for any loss or damage caused by  Buyer  or
     its agents in connection with the inspection.
     
     Buyer  acknowledges that the information provided and to  be
     provided by Seller with respect to the Property and  to  the
     Lessee  and Guarantors of Lease was obtained from a  variety
     of  sources  and  Seller neither (a)  has  made  independent
     investigation  or verification of such information,  or  (b)
     makes any representations as to the accuracy or completeness
     of   such  information.   Seller  is  not  aware  that  such
     information is inaccurate or misleading.

     At  closing,  Seller shall provide Buyer with  an  affidavit
     under  penalty  of perjury, that Seller is  not  a  "foreign
     person".
     
      Buyer may cancel this agreement for ANY REASON in its  sole
discretion by delivering a cancellation notice by certified mail,
return  receipt requested, or by personal delivery to Seller  and
escrow  holder  before  the expiration of the  Review  Period  or
Inspection  Period.  Such notice shall be deemed  effective  only
upon receipt by Seller.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under sections 15(a) of this Agreement  (which  will
survive),  Buyer  (after execution of such  documents  reasonably
requested by Seller to evidence the termination hereof) shall  be
returned  its  First Payment, and Buyer will have  absolutely  no
rights,  claims  or interest of any type in connection  with  the
Property  or this transaction, regardless of any alleged  conduct
by  Seller  or anyone else.  If Buyer shall fail to  cancel  this
Agreement  within either the Review or Inspection Period,  absent
default  by Seller, the First Payment shall become non-refundable
and shall be the sole property of Seller.





Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN







8. Escrow. Escrow shall be opened by Seller and the First Payment
deposited  with  an  escrow  holder  upon  acceptance   of   this
agreement.  The  escrow  holder will be  a  nationally-recognized
escrow company selected by Seller and acceptable to Buyer. A copy
of this Agreement will be delivered to the escrow holder and will
serve  as  escrow instructions together with the escrow  holder's
standard instructions and any additional instructions required by
the  escrow  holder  to clarify its rights and  duties  (and  the
parties agree to sign these additional instructions). If there is
any conflict between these other instructions and this Agreement,
this   Agreement  will  control.  Escrow  will  be  opened   upon
acceptance of this Agreement.

8.   Title.  Closing will be conditioned on the commitment  of  a
title  company  selected by Seller  and acceptable  to  Buyer  to
issue an Owner's policy of title insurance, dated as of the close
of  escrow,  in  an amount equal to the purchase price,  insuring
that  Buyer will own insurable title to the Property subject only
to:  such  matters  as  tenant Tenant has  created,  suffered  or
permitted  to  accrue,  the title company's standard  exceptions;
current  real property taxes and assessments; survey  exceptions;
and   other  items  of  record  disclosed  to  Buyer  during  the
contingency period not affecting marketability of title.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability of exceptions to title thereto, said objections  to
be  made in writing or deemed waived.  If any objections  are  so
made,  the  Seller shall be allowed ten (10) days  to  make  such
title   marketable  or  cure  Buyer's  objections,  or   in   the
alternative  to obtain a commitment for insurable title  insuring
over  Buyer's  objections.  If Seller shall  decide  to  make  no
efforts  to  make title marketable, or is unable  to  make  title
marketable or obtain insurable title, (after execution  by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination  hereof) Buyer's First Payment shall be returned  and
this agreement shall be null and void and of no further force and
effect.

     Pending correction of title, the payments hereunder required
shall  be postponed, but upon correction of title and within  ten
(10)  days  after written notice of correction to the Buyer,  the
parties shall perform this agreement according to its terms.

     9.  Closing Costs.  Seller will pay the deed stamp taxes and
one-half of escrow fees, /s/ R [changed to conform to the  facts]
Seller  shall  pay for the cost of issuing the title  commitment.
Buyer  will  pay the cost of the title insurance premium  for  an
Owner's policy, (if Buyer shall decide to purchase the same)  all
recording  fees,  one-half of the escrow fees,  the  costs  of  a
update  to  the Survey in Seller's possession (if  an  update  is
required by Buyer).  Each party will pay its own attorneys'  fees
and costs to document and close of this transaction.

     10.  Real Estate Taxes, Special Assessments and Prorations.

     (a)  Although the Entire Property is subject to a triple net
     lease, Seller holds escrow paid by Tenant to Seller for real
     estate taxes.  Seller shall provide Buyer with a real estate
     tax  proration at closing and such proration will be  listed
     on  the  Settlement  Statement as a  credit  to  the  Buyer.
     Seller represents that to the best of its
     
     
     
     
Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN
     
     
     
     
     
     knowledge, all real estate taxes and installments of special
     assessments due and payable in all years prior to  the  year
     of   Closing   have   been   paid  in   full.    Regardless,
     responsibility for such taxes shall be prorated  as  of  the
     date  of  closing for any portion not paid by the Tenant  of
     the Property.
     
     (b)  All income and all operating expenses payable by Seller
     from  the  Entire  Property shall be  prorated  between  the
     parties  and  adjusted by them as of the  date  of  Closing.
     Seller  shall be entitled to all income earned and shall  be
     responsible for all expenses incurred prior to the  date  of
     Closing to the extent not paid by the Tenant.
     
11.  Seller's Representation and Agreements.

     (a)  Seller represents and warrants as of this date that:

     (i)  Except for the lease in existence between Seller and  J
     D  Enterprises of Minnesota, Inc., ("Tenant") Seller is  not
     aware of any leases of the Property.
     
     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest in the Property.
     
     (iii)   It is not aware of any contracts Seller has executed
     that would be binding on Buyer after the closing date.
     
     (iv)   To  the best knowledge of undersigned, there  are  no
     wells,  septic  systems, drain fields or any  other  private
     sewer  system  on the Property, nor any underground  storage
     tanks.
          
12.  Disclosures.

     (a)   To the best of Seller's knowledge: there are not  now,
     and  at the Closing there will be, no material, physical  or
     mechanical  defects  of  the  Property,  including,  without
     limitation,   the   plumbing,  heating,  air   conditioning,
     ventilating, electrical systems, and all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental , zoning and  land  use  laws,
     ordinances, regulations and requirements.
     
     (b)   To  the  best  of  Seller's  knowledge:  the  use  and
     operation of the Property now is, and at the time of Closing
     will  be, in full compliance with applicable building codes,
     safety,   fire,  zoning,  and  land  use  laws,  and   other
     applicable   local,  state  and  federal  laws,  ordinances,
     regulations and requirements.
     
     (c)  To the best of Seller's knowledge: the Property is not,
     and  as  of  the  Closing will not be, in violation  of  any
     federal,  state  or  local  law,  ordinance  or  regulations
     relating  to  industrial  hygiene or  to  the  environmental
     conditions  on, under, or about the Property including,  but
     not  limited  to,  soil and ground water conditions.   Buyer
     acknowledges   receipt   of  Phase  I   Environmental   Site
     Assessment dated April 19, 1996, and the UST Abandonment and
     Phase  II Investigation Report dated June 25, 1996.  To  the
     best of Seller's knowledge: there is no proceeding or
     
     
     
     
Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN
     
     
     
     
     inquiry  by any governmental authority with respect  to  the
     presence  of  Hazardous Materials on  the  Property  or  the
     migration  of Hazardous Materials from or to other property.
     Except as otherwise provided in this Agreement and except to
     the  extent  that  Seller  has knowledge  of  any  hazardous
     substances  or  materials  on  or  in  connection  with  the
     Property  which Seller is not disclosing to Buyer hereunder,
     Buyer agrees that Seller will have no liability of any  type
     to  Buyer  or Buyer's successors, assigns, or affiliates  in
     connection  with any Hazardous Materials on or in connection
     with the Property either before or after the Closing Date.
     
     (d)   Subject to Seller's representations contained  in  the
     Agreement, including subparagraphs 12(a), (b) and (c) above,
     Buyer agrees that it shall be purchasing the Property in its
     then  present condition, as is, where is, and Seller has  no
     obligations to construct or repair any improvements  thereon
     or  to  perform any other act regarding the Property, except
     as expressly provided herein.
     
     (e)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information  on the Lessee and Guarantors of  the  Lease  as
     Buyer or its advisors shall request, Buyer is relying solely
     on  its  own  investigation of the Property and not  on  any
     information provided by Seller  or to be provided except  as
     set  forth  herein.  Buyer expressly acknowledges  that,  in
     consideration of the agreements of Seller herein, except  as
     otherwise  specified  herein, Seller makes  no  Warranty  or
     representation, Express or Implied, or arising by  operation
     of  law,  including,  but not limited to,  any  warranty  or
     condition,  habitability,  tenantability,  suitability   for
     commercial   purposes,  merchantability,  profitability   or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.
     
13.  Closing.

     At Closing, Seller shall deliver to Buyer the following:
     
          (i)       A standard Seller's Affidavit regarding liens
     and judgments.
     
          (ii)      All keys to the Property in the possession of
     Seller.
     
           (iii)     An Assignment of Seller's interest as lessor
     under any and all leases
          affecting the Property.
     
           (v)   Seller  shall  transfer to  Buyer  all  escrows.
     prepaid rent and security deposits, if any, with respect  to
     the Property.
     
     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver  to the escrow holder any other documents reasonably
     required by the escrow holder to close escrow.
     
     
     
     
Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN
     
     
     
     
     
     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   Defaults.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be entitled to retain the First Payment heretofore paid  by
the  Buyer.  Seller shall retain all remedies available to Seller
at law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, performed
all  of its other obligations and satisfied all conditions  under
this  Agreement,  and  unconditionally notifies  Seller  that  it
stands  ready  to tender full performance, purchase the  Property
and  close escrow as per this Agreement.  Provided, however, that
in  no  event  shall  Seller be liable for any actual,  punitive,
consequential or speculative damages arising out of  any  default
by Seller hereunder.
     
     15.  Buyer's Representations and Warranties.
     
     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances  as Seller or the Title Company may  require  and
     Buyer  deems  to  be reasonable in order to  consummate  the
     transactions contemplated herein.
     
     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.
     
     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.
     
     
     
     
Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN
     
     
     
     
     

16.  Damages, Destruction and Eminent Domain.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000  this  Agreement  shall become  null  and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  period provided for above in this Subparagraph 16a  for
     Buyer  to  elect to terminate this Agreement has expired  or
     Buyer has, by written notice to Seller, waived Buyer's right
     to terminate this Agreement.  If Buyer elects to proceed and
     to   consummate   the  purchase  despite  said   damage   or
     destruction, there shall be no reduction in or abatement  of
     the  purchase  price, and Seller shall assign to  Buyer  the
     Seller's  right, title, and interest in and to all insurance
     proceeds  resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.
     
     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in  and to all insurance proceeds, subject to rights of  any
     Tenant of the Entire Property.
     
     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price, and Seller shall assign to  Buyer  all  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding, subject
     to rights of any Tenant of the Entire Property.
     
      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  Earnest  Money
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  Buyer's 1031 Tax Free Exchange.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify  for such tax treatment, nor has there been any  reliance
thereon by Buyer respecting the legal or tax implications of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.




Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN





      Buyer  wishes  to  novate/assign the ownership  rights  and
interest  of  this  Purchase Agreement  to  Guarantee  Escrow  of
Minnesota  who  will  act  as Facilitator  to  perfect  the  1031
exchange  by preparing an agreement of exchange of Real  Property
whereby  Guarantee  Escrow of Minnesota will  be  an  independent
third party purchasing the ownership interest in subject property
from  Seller  and  selling  the  ownership  interest  in  subject
property  to  Buyer  under  the  same  terms  and  conditions  as
documented in this Purchase Agreement.  Buyer asks the Seller  to
cooperate  in the perfection of such an exchange at no additional
cost  or expense or delay in time.  Buyer hereby indemnifies  and
holds  Seller  harmless from any claims and/or actions  resulting
from  said  exchange.   Pursuant to the  direction  of  Guarantee
Escrow of Minnesota, Seller will deed the property to Buyer.


18.  Miscellaneous.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.
     
     (b)   If this escrow has not closed by January 15, 1997, /s/
     HSM /s/ R [changed to conform to the facts] through no fault
     of  Seller,  Seller may either, at its election, extend  the
     closing date, exercise any remedy available to it by law, or
     terminate this Agreement and return all funds there to  fore
     paid by Buyer.
     
     (c)  Funds to be deposited or paid by Buyer will be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.
     
     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.
     
     If to Seller:
     
          Attention:  Robert P. Johnson
          AEI Real Estate Fund 85-B Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101
     
     
Buyer Initial: /s/ HSM
Purchase  Agreement for: Automax Central Ave., Columbia  Heights, MN
     
     
     
     
     
     
     If to Buyer:
     
     Madan Estates /s/ HSM [changed to conform to the facts]
     5539 Malibu Dr
     Edina MN  55436

      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering  it  to  Seller along with the $5,000  First  Payment,
which,  if  accepted, will be deposited in to escrow  by  Seller.
Seller  has  two (2) business days after receipt of the  executed
offer and first payment within which to accept this offer; if not
accepted  by Seller, Seller shall immediately return the  payment
to Buyer.

      IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.

BUYER:  Madan Estates /s/ HSM [changed to conform to the facts]


     By: /s/ Harjit S Madan CFO
            Harjit S. Madan

     By;
            Rajinder K. Madan

SELLER:   AEI  REAL  ESTATE  FUND  85-B  LIMITED  PARTNERSHIP,  a
          Minnesota limited partnership.

      By: Net Lease Management 85-B Inc., its corporate general partner

      By: /s/ Robert P Johnson
              Robert P. Johnson, President










                                   EXHIBIT "A"

Lots  16,  17,  18,  19 and the South half of Lot  20,  Block  4,
Sheffield's Second Subdivision, according to the plat thereof  on
file  in  the office of the Registrar of Titles of Anoka  County,
Minnesota.




FIRST  AMENDMENT  TO PURCHASE AGREEMENT BY AND BETWEEN  AEI  REAL
ESTATE  FUND  85-B  LIMITED  PARTNERSHIP  ("SELLER")  AND   MADAN
ESTATES, ("BUYER")

      WHEREAS,  Seller  and  Buyer are parties  to  that  certain
Purchase  Agreement dated November 20, 1996 for the purchase  and
sale  of  the  property located in Columbia  Heights,  Minnesota,
commonly known as the Automax Store, Columbia Heights, MN.

      The  name of the buyer referenced in the Purchase Agreement
dated  November  21,  1996 is incorrectly referred  to  as  Madan
Estates and the correct name of the buyer is Madan Estates, Inc.,
a  Minnesota corporation.  This Amendment does therefore  correct
said  Purchase Agreement to reflect the true and correct name  of
the  Buyer, Madan Estates, Inc., a Minnesota corporation, and the
undersigned   represents  and  warrants  that   "Madan   Estates"
referenced  in the Purchase Agreement is in fact "Madan  Estates,
Inc."  Furthermore, the undersigned agrees to indemnify and  hold
Seller harmless from any and all claims of "Madan Estates" if the
same shall exist and assert any claim against Seller arising  out
of the Purchase Agreement.



Buyer:

     Madan Estates, Inc., a Minnesota corporation

By: /s/ Harjit S. Madan
        Harjit S. Madan CFO

By: /s/ Harjit S Madan
        Harjit S. Madan, Individually 2/3/97

Seller:

     AEI Real Estate Fund 85-B Limited Partnership
     By:  Net Lease Management 85-B, Inc., its corporate general partner

By:  /s/ Robert P Johnson
         Robert P Johnson