NET LEASE AGREEMENT


      THIS LEASE, made and entered effective as of this 18th  day
of  April, 2000, by and between AEI Income & Growth Fund  23  LLC
("Fund  23"),  whose  corporate  general  partner  is  AEI   Fund
Management XXI, Inc., whose address is 1300 Minnesota World Trade
Center,  30  East  Seventh  Street,  St.  Paul,  Minnesota  55101
("Lessor")(fax #651 227 7705), and Kona Restaurant Group, Inc., a
Texas  corporation, whose address is 3555 Ranch Road, 620  South,
Austin, Texas 78734 ("Lessee") (fax # 512 263 8055);

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at Victoria, Texas and  legally
described   in  Exhibit  "A",  which  is  attached   hereto   and
incorporated herein by reference; and

      WHEREAS, Lessee as owner contracted for the construction of
the  building and improvements (together the "Building")  on  the
real  property  described  in  Exhibit  "A",  which  Building  is
described in the plans and specifications heretofore submitted to
Lessor; and

      WHEREAS,  Lessee  desires to lease said real  property  and
Building (said real property and Building hereinafter referred to
as  the  "Leased  Premises"), from  Lessor  upon  the  terms  and
conditions hereinafter provided;

      NOW,  THEREFORE,  in  consideration of  the  Rents,  terms,
covenants, conditions, and agreements hereinafter described to be
paid,  kept,  and performed by Lessee, Lessor does hereby  grant,
demise,  lease, and let unto Lessee, and Lessee does hereby  take
and hire from Lessor and does hereby covenant, promise, and agree
as  follows:

ARTICLE 1.     LEASED PREMISES

      Lessor hereby leases to Lessee, and Lessee leases and takes
from  Lessor,  the Leased Premises subject to the  conditions  of
this Lease.

ARTICLE 2.  TERM

     (A)  The term of this Lease ("Term") shall be Seventeen (17)
consecutive "Lease Years", as hereinafter defined, commencing  on
the effective date first listed above, ("Occupancy Date").

    (B)  The first "Lease Year" of the Term shall be for a period
of  twelve  (12) consecutive calendar months from  the  Occupancy
Date.  If the Occupancy Date shall be other than the first day of
a calendar month, the first "Lease Year" shall be the period from
the  Occupancy  Date  to  the end of the calendar  month  of  the
Occupancy  Date, plus the following twelve (12) calendar  months.
Each  Lease Year after the first Lease Year shall be a successive
period of twelve (12) calendar months.

    (C)   The parties agree that once the Occupancy Date has been
established,  upon the request of either party, a short  form  or
memorandum of this Lease will be executed for recording purposes.
That  short form or memorandum of this Lease will set  forth  the
actual  occupancy and termination dates of the Term and  optional
Renewal Terms, as defined in Article 28 hereof, and the existence
of  any  option  to extend, and that said option shall  terminate
when  the Lessee shall lose right to possession or this Lease  is
terminated, whichever occurs first.

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

    (A)   Lessee warrants and agrees that the Building  has  been
constructed on the Leased Premises, and all other improvements to
the  land,  including  the parking lot, approaches,  and  service
areas,  have been constructed in all material respects by  Lessee
in accordance with the plot, plans, and specifications heretofore
submitted to Lessor.

    (B)  Lessee warrants that as of the date hereof, the Building
and  all other improvements to the land do comply with the  laws,
ordinances,  rules,  and  regulations  of  all  state  and  local
governments.

    (C)   Lessee agrees to pay, if not already paid in full,  for
all  architectural  fees and actual construction  costs,  in  the
past,  present or future, which shall include, but not be limited
to,  plans  and specifications, general construction,  carpentry,
electrical,  plumbing,  heating, ventilating,  air  conditioning,
decorating,  equipment installation, outside  lighting,  curbing,
landscaping,  blacktopping, electrical sign hookup,  conduit  and
wiring from building, fencing, and parking curbs, builder's  risk
insurance  (naming Lessor, Lessee, and contractor as co-insured),
and  all  construction bonds for improvements made by or  at  the
direction  of  Lessee, to the extent incurred  or  authorized  by
Lessee.

    (D)   Opening for business in the Leased Premises  by  Lessee
shall  constitute  an acceptance of the Leased  Premises  and  an
acknowledgment by Lessee that the premises are in  the  condition
described under this Lease.

ARTICLE 4.  RENT PAYMENTS

        (A)  Annual Rent Payable for  the  first
        Lease  Year:   Lessee shall pay to Lessor an annual  Base
        Rent  of  $42,997.50, which amount shall  be  payable  in
        advance  on the first day of each month in equal  monthly
        installments of $3,583.13 to Fund 23.  If the  first  day
        of  the  Lease  Term is not the first day of  a  calendar
        month,  then  the monthly Rent payable for  that  partial
        month  shall  be a prorated portion of the equal  monthly
        installment of Base Rent.

        (B)  Annual Rent Payable beginning  with
        the  Third  Lease Year and the beginning of  each  fourth
        Lease  Year thereafter shall increase by an amount  equal
        to  five  Percent (5%) of the Base Rent payable  for  the
        immediately prior Lease Year.  Such increased  Base  Rent
        shall  be  payable in advance of the first  day  of  each
        month in equal monthly installments.

   (C)  Overdue Payments.

    Lessee shall pay interest on all overdue payments of Rent  or
other  monetary  amounts due hereunder at  the  rate  of  fifteen
percent  (15%)  per  annum or the highest rate  allowed  by  law,
whichever  is  less, accruing beginning five days  after  written
notice to Lessee that Rent or other monetary amounts properly due
and payable were not paid.

ARTICLE 5. INSURANCE AND INDEMNITY

    (A)   Lessee shall, throughout the Term or Renewal Terms,  if
any,  of  this  Lease, at its own cost and expense,  procure  and
maintain   insurance  which  covers  the  Leased   Premises   and
improvements   against  fire, wind, and storm  damage  (including
flood  insurance  if  the  Leased  Premises  is  in  a  federally
designated  flood  prone  area) and such other  risks  (including
earthquake  insurance, if the Leased Premises  is  located  in  a
federally  designated earthquake zone or  in  an  ISO  high  risk
earthquake  zone)  as  may be included in the  broadest  form  of
extended  coverage  insurance as  may,  from  time  to  time,  be
available in amounts sufficient to prevent Lessor or Lessee  from
becoming   a  co-insurer  within  the  terms  of  the  applicable
policies.  In any event, the insurance shall not be less than one
hundred   percent   (100%)   of   the   then   insurable   value.
Additionally,  replacement  cost  endorsements,  inflation  guard
endorsements,    vandalism   endorsement,   malicious    mischief
endorsement,  waiver of subrogation endorsement,  waiver  of  co-
insurance  or  agreed  amount  endorsement  (if  available),  and
Building   Ordinance  Compliance  endorsement   and   Rent   loss
endorsements (for a period of one year) must be obtained.

    (B)   Lessee agrees to place and maintain throughout the Term
or Renewal Terms, if any, of this Lease, at Lessee's own expense,
public  liability  insurance with respect  to  Lessee's  use  and
occupancy  of  said  premises, including "Dram  Shop"  or  liquor
liability insurance, if the same shall be or become available  in
the  State  of  Texas  and liquor is sold on the  Premises,  with
initial  limits  of at least $3,000,000 per occurrence/$5,000,000
general  aggregate, or such additional amounts  as  Lessor  shall
reasonably  require from time to time, upon Lessor's  good  faith
determination that the present insurance coverage is  inadequate,
such amounts to be consistent with requirements of other Lessor's
in similar circumstances.

    (C)   Lessee agrees to notify Lessor in writing if Lessee  is
unable  to  procure all or some part of the aforesaid  insurance.
In the event Lessee fails to provide all insurance required under
this  Lease, Lessor shall have the right, but not the obligation,
to  procure such insurance on Lessee's behalf.  Lessee will then,
within  five (5) days from receiving written notice,  pay  Lessor
the  amount  of the premiums due or paid, together with  interest
thereon  at  the  lesser of 12% per annum  or  the  highest  rate
allowable  by law, which amount shall be considered Rent  payable
by Lessee in addition to the Rent defined at Article 4 hereof.

   (D)  All policies of insurance provided for or contemplated by
this Article can be under Lessee's blanket insurance coverage and
shall  name Lessor, Lessor's corporate managing member and Robert
P.  Johnson,  as  the individual managing member of  Lessor,  and
Lessee as additional named insured, as their respective interests
may  appear,  and  shall  provide that  the  policies  cannot  be
canceled,  terminated, changed, or modified without  thirty  (30)
days  written notice to the parties.  In addition,  all  of  such
policies  shall contain endorsements by the respective  insurance
companies  waiving  all rights of subrogation,  if  any,  against
Lessor.   All  insurance companies providing  coverages  must  be
rated "A-" or better by Best's Key Rating Guide (the most current
edition),  or similar quality under a successor guide  if  Best's
Key  Rating  shall  cease to be published. Lessee  shall  provide
Lessor  with legible copies of any and all policies on or  before
the Occupancy Date. No less than fifteen (15) business days prior
to  expiration of such policies, Lessee shall provide Lessor with
legible  copies of any and all renewal Certificates of Insurance,
if the terms of the Policies have not changed, and copies of such
policies  if the same have changed.  Lessee agrees that  it  will
not  settle  any property insurance claims affecting  the  Leased
Premises  in  excess of $100,000 without Lessor's  prior  written
consent, such consent not to be unreasonably withheld or delayed.
Lessor   shall  consent,  where  Lessor's  consent  is   required
hereunder, to any settlement of an insurance claim wherein Lessee
shall confirm in writing with evidence reasonably satisfactory to
Lessor that Lessee has sufficient funds available to complete the
rebuilding of the Premises.

    (E)  Lessee shall defend, indemnify, and hold Lessor harmless
against  any and all claims, damages, and lawsuits arising  after
the  Occupancy  Date  of this Lease and any  orders,  decrees  or
judgments  which may be entered therein, brought for  damages  or
alleged  damages resulting from any injury to person or  property
or  from  loss of life sustained in or about the Leased Premises,
unless  such  damage  or  injury  results  from  the  intentional
misconduct or the gross negligence of Lessor and Lessee agrees to
save Lessor harmless from, and indemnify Lessor against, any  and
all injury, loss, or damage, of whatever nature, to any person or
property  caused  by,  or resulting from any  act,  omission,  or
negligence  of  Lessee or any employee or agent  of  Lessee.   In
addition,  Lessee  hereby  releases  Lessor  from  any  and   all
liability  for any loss or damage caused by fire or  any  of  the
extended  coverage casualties, unless such fire or other casualty
shall  be  brought about by the intentional misconduct  or  gross
negligence of Lessor.

    (F)  Lessor hereby waives any and all rights that it may have
to  recover  from  Lessee damages for any loss occurring  to  the
Leased  Premises  by  reason of any act or  omission  of  Lessee;
provided,  however, that this waiver is limited to  those  losses
for  which  Lessor is compensated by insurers, if  the  insurance
required  by this Lease is maintained. Lessee hereby  waives  any
and all right that it may have to recover from Lessor damages for
any loss occurring to the Leased Premises by reason of any act or
omission  of  Lessor;  provided, however,  that  this  waiver  is
limited to those losses for which Lessee is, or should be if  the
insurance required herein is maintained, compensated by insurers.


ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

    (A)  Lessee shall be liable and agrees to pay the charges for
all  public utility services rendered or furnished to the  Leased
Premises, including heat, water, gas, electricity, sewer,  sewage
treatment facilities and the  like, all personal property  taxes,
real   estate  taxes,  special  assessments,  and  municipal   or
government charges, general, ordinary and extraordinary, of every
kind  and  nature  whatsoever, which may be levied,  imposed,  or
assessed  against  the Leased Premises, or upon any  improvements
thereon,  at any time after the Occupancy Date of this Lease  and
prior  to the expiration of the term hereof, or any Renewal Term,
if exercised.

    (B)  Lessee shall pay all real estate taxes, assessments  for
public   improvements   or  benefits,  and   other   governmental
impositions,  duties,  and  charges  of  every  kind  and  nature
whatsoever which shall or may, during the term of this Lease,  be
charged,  laid, levied, assessed, or imposed upon,  or  become  a
lien  or  liens upon the Leased Premises or any part  thereof  or
upon  the  Rents payable hereunder  (expressly excluding  general
income  taxes,  inheritance taxes and estate taxes  imposed  upon
Lessor). Such payments shall be considered as Rent paid by Lessee
in addition to the Rent defined at Article 4 hereof.  If due to a
change  in  the method of taxation, a franchise tax or Rent  tax.
(expressly excluding general income taxes, inheritance taxes  and
estate  taxes imposed upon Lessor) shall be levied against Lessor
in  substitution for or in lieu of any tax which would  otherwise
constitute  a  real estate tax, such tax shall be deemed  a  real
estate tax for the purposes herein and shall be paid by Lessee

     (C)    All   real  estate  taxes,  assessments  for   public
improvements  or benefits, water rates and charges, sewer  rents,
and  other  governmental impositions, duties, and  charges  which
shall become payable for the first and last tax years of the term
hereof shall be apportioned pro rata between Lessor and Lessee in
accordance with the respective number of months during which each
party  shall  be  in possession of the Leased  Premises  in  said
respective  tax  years.  For the purposes of this provision,  all
personal   property   taxes,  real  estate  taxes   and   special
assessments  shall be deemed to have been assessed  in  the  year
that each payment or any installment thereof is due.

   (D)  Lessee shall have the right to contest or review by legal
proceedings  or in such other manner as may be legal  (which,  if
instituted,  shall be conducted solely at Lessee's  own  expense)
any tax, assessment for public improvements or benefits, or other
governmental  imposition  aforementioned,  upon  condition  that,
before  instituting such proceeding Lessee shall either  (i)  pay
(under  protest) such tax or assessments for public  improvements
or benefits, or other governmental imposition, duties and charges
aforementioned,  or  (ii) post with Lessor  alternative  security
satisfactory  to  Lessor,  not  to  exceed  150%  of  the  amount
contested  and the potential penalties and interest thereon.  All
such  proceedings  shall be begun as soon as reasonably  possible
after  the  imposition or  assessment of any contested items  and
shall   be  prosecuted  to  final  adjudication  with  reasonable
dispatch.   In  the  event  of  any reduction,  cancellation,  or
discharge,  Lessee  shall pay the amount that  shall  be  finally
levied or assessed  against the Leased Premises or adjudicated to
be  due and payable, and, if there shall be any refund payable by
the  governmental authority with respect thereto, if  Lessee  has
paid  the expenses of Lessor, if any, in such proceeding,  Lessee
shall  be  entitled  to  receive and retain  the  same,  subject,
however,  to apportionment as provided during the first and  last
years of the term of this Lease.

    (E)  Lessor, within sixty (60) days after notice to Lessee if
Lessee fails to commence such proceedings, may, but shall not  be
obligated to, contest or review by legal proceedings, or in  such
other  manner  as may be legal, and at Lessor's own expense,  any
tax,  assessments for public improvements and benefits, or  other
governmental  imposition  aforementioned,  which  shall  not   be
contested or reviewed, as aforesaid, by Lessee, and unless Lessee
shall promptly join with Lessor in such contest or review, Lessor
shall be entitled to receive and retain any refund payable by the
governmental authority with respect thereto.

    (F)   Lessor shall not be required to join in any  proceeding
referred  to  in  this  Article, unless  in  Lessee's  reasonable
opinion,  the provisions of any law, rule, or regulation  at  the
time in effect shall require that such a proceeding be brought by
and/or  in  the name of Lessor, in which event Lessor shall  upon
written  request, join in such proceedings or permit the same  to
be brought in its name, all at no cost or expense to Lessor.


ARTICLE 7.  PROHIBITION ON ASSIGNMENTS AND SUBLETTING; TAKE-BACK
            RIGHTS

    (A)   Except as otherwise expressly provided in this Article,
Lessee shall not, without obtaining the prior written consent  of
Lessor, in each instance:

                              1.   assign  or otherwise  transfer
            this  Lease, or any part of Lessee's right, title  or
            interest  therein (except by devise or  bequest  upon
            the  death of a shareholder, but in such event,  such
            recipient  shall be bound by the provisions  of  this
            Article);

                              2.   sublet all or any part of  the
            Leased  Premises  or allow all or  any  part  of  the
            Leased  Premises to be used or occupied by any  other
            Persons  (herein  defined  as  a  Party  other   than
            Lessee,  be  it  a  corporation,  a  partnership,  an
            individual or other entity); or

                              3.   mortgage, pledge or  otherwise
            encumber this Lease, or the Leased Premises.

   (B)  For the purposes of this Article:

                              1.   the transfer of voting control
            of  any  class  of  capital stock  of  any  corporate
            Lessee  or sublessee, or the transfer voting  control
            of the total interest in any other person which is  a
            Lessee  or  sublessee, however accomplished,  whether
            in  a single transaction or in a series of related or
            unrelated   transactions,   shall   be   deemed    an
            assignment  of  this Lease, or of such  sublease,  as
            the  case  may  be (provided, however,  transfers  by
            bequest  or  devise due to the death of a shareholder
            shall   not   trigger   the  application   of   these
            provisions, provided Lessor is given notice  of  such
            transfer  immediately after the  disposition  of  the
            decedent's estate);

                               2.   an  agreement  by  any  other
            Person,  directly or indirectly, to  assume  Lessee's
            obligations  under  this Lease  shall  be  deemed  an
            assignment;

                              3.   any  Person to  whom  Lessee's
            interest  under  this Lease passes  by  operation  of
            law,  or  otherwise, shall be bound by the provisions
            of this Article;

                              4.  each modification, amendment or
            extension  or  any  sublease  to  which  Lessor   has
            previously consented shall be deemed a new  sublease;
            and

                              5.  Lessee shall present the signed
            consent  to  such  assignment and/or subletting  from
            any  guarantors of this Lease, such consent to be  in
            form and substance satisfactory to Lessor.

    Lessee  agrees to furnish to Lessor upon demand at  any  time
such  information and assurances as Lessor may reasonably request
that neither Lessee, nor any previously permitted sublessee,  has
violated the provisions of this Article.

   (C)  If Lessee agrees to assign this Lease or to sublet all or
any  portion of the Leased Premises, Lessee shall, prior  to  the
effective date thereof (the "Effective Date"), deliver to  Lessor
copies  of  any  such proposed  agreement and  of  all  ancillary
agreements   with   the  proposed  assignee  or   sublessee,   as
applicable.   If  Lessor  in  its  sole  discretion  (except   as
otherwise  specifically limited herein in  paragraph  (E)  below)
shall  not  have consented to a proposed sublease or  assignment,
and Lessee shall attempt to effect such transfer without Lessor's
consent  or in spite of Lessor's decision to not consent to  such
transfer, Lessor shall then have all of the following rights, any
of  which  Lessor may exercise by written notice to Lessee  given
within  thirty (30) days after Lessor receives the aforementioned
documents:

                              1.   with  respect  to  a  proposed
            assignment  of  this  Lease, the right  to  terminate
            this  Lease on the Effective Date as if it  were  the
            Expiration Date of this Lease;

                              2.   with  respect  to  a  proposed
            subletting of the entire Leased Premises,  the  right
            to  terminate this Lease on the Effective Date as  if
            it were the Expiration Date; or

                              3.   with  respect  to  a  proposed
            subletting  of less than the entire Leased  Premises,
            the  right to terminate this Lease as to the  portion
            of  the  Leased Premises affected by such  subletting
            on  the  Effective Date, as if it were the Expiration
            Date,  in  which  case Lessee shall promptly  execute
            and deliver to Lessor an appropriate modification  of
            this  Lease  in  form satisfactory to Lessor  in  all
            respects.

                              4.   with  respect  to  a  proposed
            subletting  or  proposed assignment  of  this  Lease,
            impose  such  conditions  upon  Lessor's  consent  as
            Lessor shall determine in its sole discretion.

            If  Lessor exercises any of its options under Article
        7(C)  above, (and if Lessor shall impose conditions  upon
        its  consent and Lessee shall fail to meet any conditions
        Lessor  may  impose upon its consent),  Lessor  may  then
        lease  the  Leased  Premises or any  portion  thereof  to
        Lessee's proposed assignee or sublessee, as the case  may
        be, without liability whatsoever to Lessee.

            Notwithstanding  the provisions  of  this  Article  7
        above,  or  any  other provisions of this  Lease  to  the
        contrary,  Lessee  shall have the right  to  assign  this
        Lease,  or  sublet  the Leased Premises  or  any  portion
        thereof,  without the consent of, but with prior  written
        notice  to  Lessor,  to any corporation  (a)  with  which
        Lessee  may merge or consolidate (provided Lessee is  the
        surviving  entity  and such transaction does not  involve
        directly  or indirectly, along with all other  transfers,
        issuance's, or sales, a transfer, issuance or sale  of  a
        majority of the voting stock of Lessee), or (b) which  is
        on  the date hereof a parent or which is a subsidiary  of
        Lessee;  provided, that said assignee assumes,  in  full,
        the  obligations  of Lessee under this Lease  and  Lessee
        and   Guarantors  remains  primarily  liable  under  this
        Lease;  and further, if the County or the City where  the
        Leased  Premises  are situate become a  `dry'  county  or
        city,  Lessee  may,  without the  consent  of,  but  with
        notice  to  Lessor,  sublet the  portion  of  the  Leased
        Premises  relating  to  the bar  area  and  the  sale  of
        alcohol   to   any   Texas  non-profit   corporation   or
        association  of  persons wishing to  organize  a  private
        club   under   appropriate  Texas   statutes   and   such
        corporation or association may jointly occupy the  Leased
        Premises  under  a sublease from Lessee  and  Lessee  may
        enter  into  a management agreement with such corporation
        or  association without further approval from Lessor.  In
        addition, notwithstanding the provisions of this  Article
        7  above  or  any other provisions of this Lease  to  the
        contrary, the following transfers or issuances of  shares
        of  capital  stock  of  Lessee shall  not  constitute  an
        assignment  of  this  Lease or  require  the  consent  of
        Lessor  under this Article 7: (i) the issuance  and  sale
        of  shares of capital stock of Lessee in connection  with
        a  public  offering of such stock (provided such issuance
        and  sale  does  not  involve  the  issuance,  sale,   or
        transfer  of  a majority of the voting stock of  Lessee);
        (ii)  the  transfer  of outstanding shares  to  a  parent
        which  is a parent on the date hereof or a subsidiary  of
        Lessee,  provided such entity is or becomes  a  guarantor
        of  this  Lease; (iii) the acquisition by Creed  L.  Ford
        III  or  Norman  J.  Abdallah  of  additional  shares  of
        capital  stock  from each other, from other shareholders,
        or  as  a  result  of new issuances of capital  stock  of
        Lessee;  or (iv) the transfer of shares of capital  stock
        by  Creed L. Ford or Norman J. Abdallah to family trusts,
        family  partnerships,  or similar  vehicles  set  up  for
        either  of their benefit or for the benefit of any family
        member,  or  the  transfer by them of shares  of  capital
        stock  to any corporation, partnership, limited liability
        company,  or other entity in which they individually,  or
        in  the  aggregate,  own  at  least  a  majority  of  the
        ownership  interests, and provided such  entities  become
        guarantors of this Lease under terms identical  to  those
        terms  under  which  Creed  L.  Ford  III  or  Norman  J.
        Abdallah   are  guarantors,  if  applicable  under   then
        existing guarantees.

ARTICLE 8.  REPAIRS AND MAINTENANCE

    (A)  Lessee covenants and agrees to keep and maintain in good
order,  condition  and repair the interior and  exterior  of  the
Leased  Premises  during the term of the Lease,  or  any  renewal
terms,  and  further  agrees  that  Lessor  shall  be  under   no
obligation to make any repairs or perform any maintenance to  the
Leased  Premises.  Lessee covenants and agrees that it  shall  be
responsible  for  all  repairs,  alterations,  replacements,   or
maintenance of, including but without limitation to or  of:   The
interior  and  exterior portions of all doors;  door  checks  and
operators;  windows;  plate  glass; plumbing;  water  and  sewage
facilities;  fixtures;  electrical  equipment;  interior   walls;
ceilings;  signs;  roof; structure; interior building  appliances
and  similar  equipment; heating and air conditioning  equipment;
and any equipment owned by Lessor and leased to Lessee hereunder,
as  itemized on Exhibit B attached hereto and incorporated herein
by reference; and further agrees to replace any of said equipment
when necessary.  Lessee further agrees to be responsible for,  at
its  own  expense,  snow removal, lawn maintenance,  landscaping,
maintenance  of  the parking lot (including parking  lines,  seal
coating, and blacktop surfacing), and other similar items.

    (B)   If  Lessee refuses or neglects to commence or  complete
repairs promptly and adequately, Lessor may cause such repairs to
be made, but shall not be required to do so, and Lessee shall pay
the  cost  thereof to Lessor upon demand.  It is understood  that
Lessee  shall pay all expenses and maintenance and repair  during
the  term  of  this  Lease.  If Lessee is  not  then  in  default
hereunder,  Lessee  shall  have the right  to  make  repairs  and
improvements to the Leased Premises without the consent of Lessor
if  such  repairs  and  improvements do not  exceed  One  Hundred
Thousand   Dollars  ($100,000.00),  provided  such   repairs   or
improvements do not affect the structural integrity of the Leased
Premises.   Any repairs or improvements in excess of One  Hundred
Thousand   Dollars  ($100,000.00)  or  affecting  the  structural
integrity of the Leased Premises may be done only with the  prior
written  consent  of Lessor, such consent not to be  unreasonably
withheld or delayed.  All alterations and additions to the Leased
Premises shall be made in accordance with all applicable laws and
shall  remain for the benefit of Lessor.  In the event of  making
such  alterations  as herein provided, Lessee further  agrees  to
indemnify  and  save  harmless Lessor from  all  expense,  liens,
claims  or  damages to either persons or property or  the  Leased
Premises which may arise out of or result from the undertaking or
making  of  said repairs, improvements, alterations or additions,
or   Lessee's   failure  to  make  said  repairs,   improvements,
alterations or additions.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

    Lessee  will  comply  with all statutes,  ordinances,  rules,
orders, regulations and requirements of all federal, state,  city
and   local   governments,  and  with  all  rules,   orders   and
regulations  of  the applicable Board of Fire Underwriters  which
affect the use of the improvements.  Lessee will comply with  all
easements,  restrictions,  and covenants  of  record  against  or
affecting  the  Leased  Premises  and  any  franchise  agreements
required for operation of the Leased Premises in accordance  with
Article 14 hereof.

ARTICLE l0.  SIGNS

    Lessee shall have the right to install and maintain a sign or
signs  advertising  Lessee's business, provided  that  the  signs
conform  to  law,  and further provided that the  sign  or  signs
conform   specifically  to  the  written  requirements   of   the
appropriate governmental authorities.

ARTICLE 11.  SUBORDINATION

    (A)   Lessor reserves the right and privilege to subject  and
subordinate  this Lease at all times to the lien of any  mortgage
or  mortgages now or hereafter placed upon Lessor's  interest  in
the  Leased Premises and on the land and buildings of which  said
premises are a part, or upon any buildings hereafter placed  upon
the  land of which the Leased Premises are a part, provided  such
mortgagee   shall   execute  its  standard   form,   commercially
reasonable    subordination,   attornment   and   non-disturbance
agreement, such form to be consistent with other such forms  used
by  commercial mortgagees in the industry.  Lessor also  reserves
the right and privilege to subject and subordinate this Lease  at
all  times  to  any  and  all advances  to  be  made  under  such
mortgages,   and   all   renewals,   modifications,   extensions,
consolidations, and replacements thereof, provided such mortgagee
shall   execute   its  standard  form,  commercially   reasonable
subordination,  attornment  and non-disturbance  agreement,  such
form  to  be  consistent with other such forms used by commercial
mortgagees in the industry.

    (B)  Lessee covenants and agrees to execute and deliver, upon
demand,  such  further  commercially  reasonable  instrument   or
instruments  subordinating this Lease on the foregoing  basis  to
the lien of any such mortgage or mortgages as shall be desired by
Lessor   and  any  proposed  mortgagee  or  proposed  mortgagees,
provided   such  mortgagee  shall  execute  its  standard   form,
commercially  reasonable  subordination,  attornment   and   non-
disturbance agreement, such form to be consistent with other such
forms used by commercial mortgagees in the industry .

ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

    (A)   If  the whole of the Leased Premises are taken  by  any
public authority under the power of eminent domain, or by private
purchase  in  lieu  thereof, then this Lease shall  automatically
terminate upon the date possession is surrendered, and Rent shall
be paid up to that day.  If any part of the Leased Premises shall
be  so  taken  as  to  render  the remainder  thereof  materially
unusable  in the opinion of a licensed third party contractor  or
architect  selected  by Lessee and approved by  Lessor,  for  the
purposes  for which the Leased Premises were leased, then  Lessee
shall have the right to terminate this Lease on thirty (30)  days
notice to the Lessor given within ninety (90) days after the date
of  such taking.  In the event that this Lease shall terminate or
be  terminated,  the  Rent  shall be paid  up  to  the  day  that
possession was surrendered.

   (B)  If any part of the Leased Premises shall be so taken such
that it does not render the remainder thereof materially unusable
for  the  purposes for which the Leased Premises were leased,  in
the  opinion  of a licensed third party contractor  or  architect
selected  by  Lessee and approved by Lessor, then  Lessee  shall,
with  the  use of all of the condemnation proceeds  (to  be  made
available  by Lessor, immediately if such proceeds are less  than
$100,000,  or  if  in  excess of $100,000, under  a  commercially
reasonable construction draw procedure in payment of invoices for
work  performed  submitted  by Lessee  or  its  contractors)  but
otherwise at Lessee's own cost and expense, restore the remaining
portion of the Leased Premises to the extent necessary to  render
it  reasonably suitable for the purposes for which it was leased.
Provided,  however,  Lessee  may  elect  to  replace  the  Leased
Premises with a different restaurant concept, subject to Lessor's
prior  written approval, which approval shall not be unreasonably
withheld  or  delayed,  and  further that  Lessee  shall  not  be
required  (unless  Lessee so elects) to  repair  or  restore  the
Leased  Premises  if the Term or any Renewal  Term  shall  expire
within  two  years of such partial taking.  Lessee  shall  notify
Lessor  of  Lessee's  election to not so restore  or  repair  the
Leased  Premises after such a partial taking within  60  days  of
notice  of such taking.  If Lessee elects to not make such repair
or  restoration, this Lease shall terminate upon Lessor's receipt
of  Lessee's  notice  of termination.  Otherwise,  if  Lessee  so
elects  or  is required to repair or restore the Leased Premises,
Lessee shall make all repairs to the building in which the Leased
Premises  is  located to the extent necessary to  constitute  the
building  a complete architectural unit. Provided, however,  that
such  work shall not exceed the scope of the work required to  be
done  by  Lessee in originally constructing such building  unless
Lessee shall demonstrate to Lessor's reasonable satisfaction  the
availability of funds to complete such work.  Provided,  further,
the  cost thereof to Lessor shall not exceed the proceeds of  its
condemnation  award, all to be done without  any  adjustments  in
Rent  to  be  paid by Lessee, except as follows: any condemnation
proceeds  remaining  after  the  completion  of  the  repair   or
restoration of the Leased Premises shall be paid to Lessor.  This
lease  shall be deemed amended to reflect the taking in the legal
description of the Leased Premises.

    (C)   All  compensation awarded or paid upon  such  total  or
partial taking of the Leased Premises shall belong to and be  the
property  of Lessor without any participation by Lessee,  whether
such  damages shall be awarded as compensation for diminution  in
value  to  the  leasehold or to the fee of  the  premises  herein
leased.   Nothing contained herein shall be construed to preclude
Lessee from prosecuting any claim directly against the condemning
authority   in   such   proceedings  for:   Loss   of   business;
interruption of business; moving expenses; damage to or  loss  of
value or cost of removal of inventory, trade fixtures, furniture,
and  other  personal  property  belonging  to  Lessee;  provided,
however, that no such claim shall diminish or otherwise adversely
affect Lessor's award or the award of any fee mortgagee.

ARTICLE l3.  RIGHT TO INSPECT

    Lessor  reserves the right to enter upon, inspect and examine
the  Leased  Premises  at any time during business  hours,  after
reasonable  notice to Lessee, and Lessee agrees to  allow  Lessor
free  access  to the Leased Premises to show the premises.   Upon
default by Lessee or at any time within one hundred eighty  (180)
days of the expiration or termination of the Lease, Lessee agrees
to  allow Lessor to then place "For Sale" or "For Rent" signs  on
the Leased Premises.

ARTICLE l4.  EXCLUSIVE USE

(A)   After  the  Occupancy  Date, Lessee  expressly  agrees  and
warrants that the Leased Premises will be used exclusively  as  a
Johnny Carino's Country Italian Restaurant (or any derivative  of
such  name as Lessee may use) or, after obtaining Lessor's  prior
written consent, such consent not to be unreasonably withheld  or
delayed,   other  casual  dining  sit-down  restaurant.    Lessee
acknowledges  and  agrees that any other use  without  the  prior
written consent of Lessor will constitute a default under  and  a
violation and breach of this Lease.  Lessee agrees:  To open  for
business on the first day in respect of which Rent is payable; to
operate  all  of the Leased Premises during the Term  or  Renewal
Terms  during regular and customary hours for businesses  similar
to  the  permitted exclusive use stated herein, unless  prevented
from  doing so by causes beyond Lessee's control; and to  conduct
its business in a prudent and reputable manner.

ARTICLE l5.  DESTRUCTION OF PREMISES

    If,  during  the term of this Lease, the Leased Premises  are
totally or partially destroyed by fire or other elements,  within
a reasonable time (but in no event longer than one hundred eighty
(180)  days  and subject to the provisions herein below),  Lessee
shall repair and restore the improvements so damaged or destroyed
as  nearly  as  may  be practical to their condition  immediately
prior  to  such casualty.  All rents payable by Lessee  shall  be
abated  during the period of repair and restoration to the extent
that Lessor shall be compensated by the proceeds of the rent loss
insurance required to be maintained by Lessee hereunder.

    Provided  Lessee  is  not in default hereunder  (and  retains
according  to the terms hereof the right to rebuild),  then  with
the  Lessor's prior written consent (if the repairs  will  exceed
the  amounts set forth in Article 8(B)), which consent shall  not
be  unreasonably withheld or delayed, Lessee shall have the right
to  promptly and in good faith settle and adjust any claim  under
such  insurance policies with the insurance company or  companies
on  the amounts to be paid upon the loss.  The insurance proceeds
shall  be used to reimburse Lessee for the cost of rebuilding  or
restoration of the Leased Premises.  The Leased Premises shall be
so  restored or rebuilt so as to be of at least equal  value  and
substantially  the  same character as prior  to  such  damage  or
destruction.  Provided, however, Lessee may elect to replace  the
Leased  Premises with a different restaurant concept  subject  to
Lessor's  prior  written approval, which approval  shall  not  be
unreasonably withheld or delayed.  If the insurance proceeds  are
less than One Hundred Thousand Dollars ($1000,000), they shall be
paid to Lessee for such repair and restoration.  If the insurance
proceeds  are  greater  than or equal  to  One  Hundred  Thousand
Dollars ($100,000), they shall be deposited by Lessee and  Lessor
into  a  customary construction escrow at a nationally recognized
title  insurance  company,  or at Lessee's  option,  with  Lessor
("Escrowee")  and shall be made available from time  to  time  to
Lessee  for such repair and restoration.  Such proceeds shall  be
disbursed  in  conformity  with the terms  and  conditions  of  a
commercially  reasonable  construction  loan  agreement.   Lessee
shall, in either instance, deliver to Lessor or Escrowee (as  the
case  may  be)  satisfactory evidence of the  estimated  cost  of
completion  together with such architect's certificates,  waivers
of lien, contractor's sworn statements and other evidence of cost
and  of payments as the Lessor or Escrowee may reasonably require
and  approve.  If the estimated cost of the work exceeds  Twenty-
Five Percent (25%) of the original cost to Lessor to acquire  its
interest  in  the  Lease  Premises from  Lessee,  all  plans  and
specifications  for  such  rebuilding  or  restoration  shall  be
subject to the reasonable approval of Lessor.

    Any  insurance  proceeds remaining with  Escrowee  after  the
completion of the repair or restoration shall be paid to Lessor.

    If  the  proceeds from the insurance are insufficient,  after
review of the bids for completion of such improvements, or should
become insufficient during the course of construction, to pay for
the  total cost of repair or restoration, Lessee shall, prior  to
commencement  of  work,  demonstrate  to  Escrowee  and  Lessor's
reasonable satisfaction, the availability of such funds necessary
to  complete construction and Lessee shall deposit the same  with
Escrowee   for   disbursement  under  the   construction   escrow
agreement.  Provided, further, that should the Leased Premises be
damaged or destroyed to the extent of fifty (50%) percent of  its
value  or  such that Lessee cannot carry on business as a  casual
dining restaurant without (in Lessor's reasonable opinion)  being
closed  for more than sixty (60) days (which duration of  closure
may  be  established by Lessee by the affidavit of an independent
third party contractor as to the estimated time of repair) during
the last two years of the remaining term of this Lease or any  of
the  option terms of this Lease, if any further options to  renew
remain,  Lessee may elect within 30 days of such damage, to  then
exercise at least one (1) option to renew this Lease so that  the
remaining  term of the Lease is not less than five (5)  years  in
order  to  be entitled to such insurance proceeds for restoration
or  rebuilding.  Absent such election, this Lease shall terminate
upon  Lessor's  receipt of the insurance proceeds in  the  amount
estimated to restore or rebuild the Leased Premises.

ARTICLE l6.  ACTS OF DEFAULT

   (A)  Each of the following shall be deemed a default by Lessee
and a breach of this Lease:

                              1.   Failure to pay the Rent or any
            monetary  obligation  herein reserved,  or  any  part
            thereof  when  the  same shall be  due  and  payable.
            Interest  and late charges for failure  to  pay  Rent
            when  due shall accrue if Lessee shall fail  to  make
            payment within five days after notice to Lessee  that
            Rent  has  not been paid.   Lessee shall  be  granted
            five  days after written notice to cure such  failure
            to  pay  the  Rent  or any other monetary  obligation
            herein reserved.

                              2.   Failure  to do, observe,  keep
            and  perform  any  of  the  other  terms,  covenants,
            conditions, agreements and provisions in  this  Lease
            to  be  done, observed, kept and performed by Lessee;
            provided,  however,  that Lessee  shall  have  Thirty
            (30)  days  after written notice from  Lessor  within
            which  to cure such default, or such longer  time  as
            may  be  reasonably necessary if such default  cannot
            reasonably  be  cured  within Thirty  (30)  days,  if
            Lessee  is  diligently pursuing a course  of  conduct
            that  in  Lessor's reasonable opinion is  capable  of
            curing  such  default, but in any event  such  longer
            time  shall  not exceed 90 days after written  notice
            from Lessor of the default hereunder.

                              3.  The abandonment of the premises
            by  Lessee, the adjudication of Lessee as a bankrupt,
            the  making by Lessee of a general assignment for the
            benefit  of  creditors, the taking by Lessee  of  the
            benefit   of   any  insolvency  act   or   law,   the
            appointment  of a permanent receiver  or  trustee  in
            bankruptcy  for  Lessee property, or the  appointment
            of  a temporary receiver which is not vacated  or set
            aside  within sixty (60) days from the date  of  such
            appointment.

ARTICLE l7.  TERMINATION FOR DEFAULT

    In the event of any uncured default by Lessee and at any time
thereafter,  Lessor may serve a written notice upon  Lessee  that
Lessor  elects  to terminate this Lease.  This Lease  shall  then
terminate  on  the  date so specified as if that  date  had  been
originally  fixed  as  the expiration date  of  the  term  herein
granted,  provided,  however, that Lessee shall  have  continuing
liability for future rents for the remainder of the original term
and  any  exercised  renewal term as set  forth  in  Article  19,
notwithstanding  any earlier termination of the Lease  hereunder,
preserving  unto  Lessor the benefit of its bargained-for  rental
payments.

ARTICLE l8.  LESSOR'S RIGHT OF RE-ENTRY

     In  the  event  that  this  Lease  shall  be  terminated  as
hereinbefore provided, or by summary proceedings or otherwise, or
in the event of an uncured default hereunder by Lessee, or in the
event  that the premises or any part thereof, shall be  abandoned
by   Lessee,   then   Lessor   or   its   agents,   servants   or
representatives, may immediately or at any time  thereafter,  re-
enter  and resume possession of the premises or any part thereof,
and  remove all persons and property therefrom, either by summary
dispossess  proceedings or by a suitable action or proceeding  at
law,  or  by  force  or otherwise without being  liable  for  any
damages therefor.

ARTICLE l9.  LESSEE'S CONTINUING LIABILITY

   (A)  Should Lessor elect to re-enter as provided in this Lease
or  should  it  take possession pursuant to legal proceedings  or
pursuant  to  any notice provided for by law, it may  either  (i)
terminate  this Lease or (ii) it may from time to  time,  without
terminating  the  contractual obligation of Lessee  to  pay  Rent
under  this Lease, make such alterations and repairs  as  may  be
necessary  to relet the Leased Premises or any part  thereof  for
such  Term or Renewal Terms, at such Rent or Rents, and upon such
other  terms and conditions as Lessor in its sole discretion  may
deem  advisable.  Termination of Lessee's right to possession  by
Court  Order  shall be sufficient evidence of the termination  of
Lessee's  possessory rights under this Lease, and the  filing  of
such  an  Order  shall be notice of the termination  of  Lessee's
Option  to  Purchase as set forth in any Memorandum of  Lease  of
record.

    (B)   Upon  each such reletting, without termination  of  the
contractual  obligation of Lessee to pay Rent under  this  Lease,
all rents received by Lessor from such reletting shall be applied
as follows:

                              1.   First, to the payment  of  any
            indebtedness  other  than  Rent  due  hereunder  from
            Lessee to Lessor;

                              2.   Second, to the payment of  any
            costs  and  expenses  of  such  reletting,  including
            brokerage  fees and attorney's fees and of  costs  of
            such alterations and repairs;

                              3.   Third, to the payment of  Rent
            and   other  monetary  obligations  due  and   unpaid
            hereunder;

                              4.   Finally, the residue, if  any,
            shall  be  held by Lessor and applied in  payment  of
            future  Rent  as the same may become due and  payable
            hereunder.

If  such rents received from such reletting during any month  are
less  than that to be paid during that month by Lessee hereunder,
Lessee  shall pay any such deficiency to Lessor.  Such deficiency
shall be calculated and paid monthly.  No such re-entry or taking
possession  of such Leased Premises by Lessor shall be  construed
as  an  election  on  its part to terminate Lessee's  contractual
obligations under this Lease respecting the payment of  rent  and
obligations  for  the  costs of repair and maintenance  unless  a
written notice of such intention be given to Lessee.

    (C)   Notwithstanding any such reletting without termination,
Lessor  may at any time thereafter elect to terminate this  Lease
for any breach.

    (D)   In addition to any other remedies Lessor may have  with
this  Article 19, Lessor may recover from Lessee all  damages  it
may  incur  by  reason  of any breach, including:   The  cost  of
recovering   and   reletting  the  Leased  Premises;   reasonable
attorney's fees; and, the present value (discounted at a rate  of
10%  per  annum) of the excess of the amount of Rent and  charges
equivalent  to Rent reserved in this Lease for the  remainder  of
the  Term  over  the  then reasonable rent value  of  the  Leased
Premises (or the actual rents receivable by Lessor, if relet) for
the  remainder  of  the  Term, all  of  which  amounts  shall  be
immediately  due and payable from Lessee to Lessor in  full.   In
the  event  that  the  rent  obtained from  such  alternative  or
substitute tenant is more than the Rent which Lessee is obligated
to pay under this Lease, then such excess shall be paid to Lessor
provided  that  Lessor  shall  credit  such  excess  against  the
outstanding obligations of Lessee due pursuant hereto, if any.

    (E)   It  is the object and purpose of this Article  19  that
Lessor  shall be kept whole and shall suffer no damage by way  of
non-payment  of  Rent or by way of diminution  in  Rent.   Lessee
waives  and will waive all rights to trial by jury in any summary
proceedings or in any action brought to recover Rent herein which
may  hereafter be instituted by Lessor against Lessee in  respect
to  the Leased Premises.  Lessee hereby waives any rights of  re-
entry it may have or any rights of redemption or rights to redeem
this Lease upon a termination of this Lease.

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

    (A)   All building fixtures, building machinery, and building
equipment  used in connection with the operation  of  the  Leased
Premises  including,  but  not limited  to,  heating,  electrical
wiring,   lighting,  ventilating,  plumbing,   air   conditioning
systems,  and the equipment owned by Lessor and leased to  Lessee
hereunder as specifically set forth on Exhibit B attached  hereto
and  incorporated herein by reference shall be  the  property  of
Lessor.   All trade fixtures and all other fixtures and  articles
of personal property owned by Lessee shall remain the property of
Lessee.

    (B)   Lessee shall furnish and pay for any and all equipment,
furniture, trade fixtures, and signs, except for such  items,  if
any, described in Article 20(A) above, as owned by Lessor.

    (C)   At  the  end  of the term of this Lease,  the  property
described at Article 20(B) above, after written notice to  Lessor
given  at least ten (10) days prior thereto, may be removed  from
the  Leased Premises by Lessee regardless of whether or not  such
property is attached to the Leased Premises so as to constitute a
"fixture" within the meaning of the law; however, all damages and
repairs to the Leased Premises which may be caused by the removal
of such property shall be paid for by Lessee.

ARTICLE 2l.  LIENS

    Lessee shall not do or cause anything to be done whereby  the
Leased  Premises  may  be encumbered by any mechanic's  or  other
liens.  Whenever and as often as any mechanic's or  other lien is
filed against said Leased Premises purporting to be for labor  or
materials  furnished or to be furnished to Lessee,  Lessee  shall
remove  the lien of record by payment or by bonding with a surety
company  authorized  to do business in the  state  in  which  the
property is located, within twenty (20) days from the date of the
filing  of  said mechanic's or other lien and delivery of  notice
thereof  to  Lessee  of  Lessee's obligation  under  this  Lease.
Should Lessee fail to take the foregoing steps within said twenty
(20) day period, Lessor shall have the right, among other things,
to pay said lien without inquiring into the validity thereof, and
Lessee  shall  forthwith reimburse Lessor for the  total  expense
incurred  by  it  in  discharging said lien  as  additional  Rent
hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

    No agreement to accept a surrender of the Leased Premises  or
termination of this Lease shall be valid unless in writing signed
by  Lessor.   The delivery of keys to any employee of  Lessor  or
Lessor's agents shall not operate as a termination of the   Lease
or  a  surrender of the premises.  The failure of Lessor to  seek
redress  for  violation  of  any rule or  regulation,  shall  not
prevent a subsequent act, which would have originally constituted
a  violation, from having all the force and effect of an original
violation.  Neither payment by Lessee or receipt by Lessor  of  a
lesser amount than the Rent herein stipulated shall be deemed  to
be  other  than on account of the earliest stipulated Rent.   Nor
shall  any  endorsement or statement on any check nor any  letter
accompanying any check or payment as Rent be deemed an accord and
satisfaction.   Lessor may accept such check or  payment  without
prejudice  to Lessor's right to recover the balance of such  Rent
or  pursue  any other remedy provided in this Lease.  This  Lease
contains  the  entire  agreement between  the  parties,  and  any
executory agreement hereafter made shall be ineffective to change
it,  modify it or discharge it, in whole or in part, unless  such
executory agreement is in writing and signed by the party against
whom  enforcement  of the change, modification  or  discharge  is
sought.

ARTICLE 23.  QUIET ENJOYMENT

    Lessor covenants that Lessee, upon paying the Rent set  forth
in  Article 4 and all other sums herein reserved as Rent and upon
the  due performance of all the terms, covenants, conditions  and
agreements  herein  contained on Lessee's part  to  be  kept  and
performed,  shall have, hold and enjoy the Leased  Premises  free
from  molestation, eviction, or disturbance by Lessor, or by  any
other  person  or persons lawfully  claiming the same,  and  that
Lessor  has  good  right to  make this Lease for  the  full  term
granted, including renewal periods.

ARTICLE 24.  BREACH - PAYMENT OF COSTS AND ATTORNEYS' FEES

    Each  party agrees to pay and discharge all reasonable costs,
and  actual  attorneys'  fees,  including  but  not  limited   to
attorney's fees incurred at the trial level and in any  appellate
or  bankruptcy proceeding, and expenses that shall be incurred by
the  prevailing party in enforcing the covenants, conditions  and
terms  of  this  Lease or defending against  an  alleged  breach,
including  the  costs of reletting.  Such costs, attorneys  fees,
and expenses if incurred by Lessor shall be considered as Rent as
due  and  owing  in  addition to any Rent defined  in  Article  4
hereof.

ARTICLE 25.  ESTOPPEL CERTIFICATES

    Either  party to this Lease will, at any time, upon not  less
than  ten  (10) days prior request by  the other party,  execute,
acknowledge  and deliver to the requesting party a  statement  in
writing,  executed  by  an  executive  officer  of  such   party,
certifying  that:  (a) this Lease is unmodified (or  if  modified
then  disclosure  of such modification shall be made);  (b)  this
Lease is in full force and effect; (c) the date to which the Rent
and other charges have been paid; and (d) to the knowledge of the
signer of such certificate that the other party is not in default
in  the  performance  of  any covenant,  agreement  or  condition
contained  in this Lease, or if a default does exist,  specifying
each such default of which the signer may have knowledge.  It  is
intended  that  any  such statement delivered  pursuant  to  this
Article  may  be  relied  upon by any  prospective  purchaser  or
mortgagee  of  the  Leased  Premises  or  any  assignee  of  such
mortgagee or a  purchaser of the leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

  During  the  term  of this Lease, Lessee  will,  within  one
  hundred  twenty (120) days after the end of Lessee's  fiscal
  year, furnish Lessor with Lessee's financial statements  (in
  SEC  Form  10-K,  if  available).  The financial  statements
  shall  be  prepared  in conformity with  generally  accepted
  accounting principles (GAAP) and shall be certified as  true
  and   correct  by  the  chief  financial  officer  or  other
  authorized  officer  of Lessee.  Lessee shall  also  provide
  Lessor  with  financial statements for the  Leased  Premises
  within  120  days  after the end of each  Lease  Year.   The
  financial statements for the Leased Premises do not need  to
  be  prepared  by an independent certified public accountant,
  but  shall  be  certified as true and correct by  the  chief
  financial  officer  or other authorized officer  of  Lessee.
  Additionally,  during  the term of the  Lease,  Lessee  will
  within forty-five (45) days from the end of each quarter  of
  each  fiscal  year,  furnish Lessor with Lessee's  financial
  statements  (in  SEC  Form  10-Q if available)and  financial
  statements of the Leased Premises for such quarter.   Lessor
  shall  have  the right to require such financial  statements
  for  the  Lessee and the Leased Premises on a monthly  basis
  after  the  occurrence  of  a default  in  any  Lease  Year.
  Provided, however, if Lessee shall not commit a default  for
  twelve  consecutive months, Lessor's right to  require  such
  monthly  financial statements shall terminate  until  Lessee
  shall again commit a default in any given Lease Year.   Said
  quarterly  (or  monthly, if required  by  Lessor)  financial
  statements  do  not  need to be prepared by  an  independent
  certified public accountant, but shall be certified as  true
  and   correct  by  the  chief  financial  officer  or  other
  authorized  officer  of  Lessee.  The  financial  statements
  shall  conform  to  GAAP, and include a  balance  sheet  and
  related  statements of operations, statement of cash  flows,
  statement  of changes in shareholder's equity,  and  related
  notes to financial statements, if any.

ARTICLE 27.  MORTGAGE

   Lessee does hereby agree to make reasonable modifications
of this Lease requested by any Mortgagee of record from time
to  time provided such modifications are not substantial and
do not increase any of the Rents or materially modify any of
the elements of this Lease.

ARTICLE 28.  OPTION TO RENEW

  If this Lease is not previously canceled or terminated and
if Lessee is not then in default, then Lessee shall have the
option  to  renew  this Lease upon the same  conditions  and
covenants  contained in this Lease for Three (3) consecutive
periods  of Five (5) years each (singularly "Renewal Term").
Rent  during  each of the three year period of  any  Renewal
Term  shall  increase  by 5% of the  Rent  payable  for  the
preceding three year period.

   The first Renewal Term will commence on the day following
the  date  the original Term expires and successive  Renewal
Terms will commence on the day of following the last day  of
the  then  expiring  Renewal Term.   Lessee  must  give  one
hundred  twenty (120) days written notice to Lessor  of  its
intent  to  exercise this option prior to the expiration  of
the  original Term of this Lease or any Renewal Term, as the
case may be.

ARTICLE 29.  MISCELLANEOUS PROVISIONS

     (A)    All  notices,  consents,  approvals,  or   other
     instruments required or permitted to be given by either
     party pursuant to this Lease shall be in writing and given
     by  (i)  hand  delivery, (ii) facsimile, (iii)  express
     overnight delivery service or (iv) certified or registered
     mail, return  receipt requested, and shall be deemed to have
     been delivered upon (a) receipt, if hand delivered, (b)
     confirmed transmission, if delivered by facsimile, (c) the
     next  business  day, if delivered by express  overnight
     delivery service, or (d) the third business day following
     the day of deposit of such notice with the United State
     Postal Service, if sent by certified or registered mail,
     return receipt requested.  Notices shall be provided to the
     parties and addresses (or facsimile numbers, as applicable)
     specified on the first page hereof.

    (B)    The terms, conditions and covenants contained  in
this  Lease and any riders and  plans attached hereto  shall
bind  and  inure  to the benefit of Lessor  and  Lessee  and
their  respective  successors, heirs, legal representatives,
and assigns.

     (B)  This  Lease  shall  be governed by  and  construed
          under the laws of the State where the Leased Premises
          are situate.

     (D)   In  the event that any provision of  this  Lease
shall  be held invalid or unenforceable, no other provisions
of  this Lease shall be affected by such holding, and all of
the  remaining  provisions of this Lease shall  continue  in
full force and effect pursuant to the terms hereof.

      (E)   The  Article  captions  are  inserted  only  for
convenience  and  reference, and are not  intended,  in  any
way,  to  define,  limit, describe the  scope,  intent,  and
language of this Lease or its provisions.

      (F)  In the event Lessee remains in possession of  the
premises  herein leased after the expiration of  this  Lease
and  without  the  execution of a new  lease,  it  shall  be
deemed  to  be  occupying said premises  as  a  tenant  from
month-to-month,  subject to all the conditions,  provisions,
and  obligations of this Lease insofar as the  same  can  be
applicable  to  a  month-to-month tenancy  except  that  the
monthly installment of Rent shall be increased 150%  of  the
amount due on the last month prior to such expiration.

      (G)   If  any installment of Rent (whether  lump  sum,
monthly   installments,  or  any  other   monetary   amounts
required  by this Lease to be paid by Lessee and  deemed  to
constitute  Rent hereunder) shall not be paid when  due  and
shall  remain unpaid for five days after written  notice  to
Lessee,  or  financial statements required to  be  delivered
hereunder  by  Lessee remain undelivered when due  for  five
days  after written notice to Lessee, Lessor shall have  the
right  to  charge Lessee a late charge of $250.00 per  month
for  each month (or portion thereof) that any amount of Rent
installment  remains  unpaid or  such  financial  statements
remain undelivered.

      (H)   Any  part of the Leased Premises (excluding  the
Building)  may be conveyed by Lessor for private  or  public
non-exclusive  easement purposes at any time, provided  such
easement does not interfere with the business of Lessee  and
provided   Lessor   has   delivered   to   Lessee    written
notification,  together with a description of  the  location
and  reason  for such easement, at least 30  days  prior  to
such  conveyance.  In such event Lessor shall,  at  its  own
cost  and  expense,  restore the remaining  portion  of  the
Leased  Premises  to  the  extent  necessary  to  render  it
reasonably  suitable  for  the purposes  for  which  it  was
leased,  all to be done without adjustments in  Rent  to  be
paid  by  Lessee.   All proceeds from any conveyance  of  an
easement shall belong solely to Lessor.

      (I)   For  the purpose of this Lease, the term  "Rent"
shall  be  defined as Rent under Article 4,  and  any  other
monetary  amounts  required by this  Lease  to  be  paid  by
Lessee.

      (J)   Lessee agrees to cooperate with Lessor to  allow
Lessor  to  obtain  and use at Lessor's expense  promotional
photographs of the Leased Premises.

ARTICLE 30.  REMEDIES

NON-EXCLUSIVITY.  Notwithstanding anything contained  herein
it  is  the   intent  of  the parties that  the  rights  and
remedies contained herein shall not be exclusive but  rather
shall  be  cumulative  along with  all  of  the  rights  and
remedies  of  the  parties which they may  have  at  law  or
equity.

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

      Lessee  covenants, represents and warrants to  Lessor,
its  successors  and  assigns, (i) that  (except  for  items
normally   used  by  Lessee  in  the  course  of  restaurant
operations and in such case, such items are used and  stored
in  accordance with applicable law or regulation) it has not
used  or  permitted  and will not use or permit  the  Leased
Premises   to   be   used,  whether  directly   or   through
contractors, agents or tenants, and to the best of  Lessee's
knowledge and except as disclosed to Lessor in writing,  the
Leased  Premises  has  not at any time  been  used  for  the
generating,  transporting, treating,  storage,  manufacture,
emission  of,  or  disposal  of  any  dangerous,  toxic   or
hazardous  pollutants, chemicals, wastes  or  substances  as
defined  in the Federal Comprehensive Environmental Response
Compensation  and  Liability Act  of  1980  ("CERCLA"),  the
Federal  Resource  Conservation and  Recovery  Act  of  1976
("RCRA"), or any other federal, state or local environmental
laws,  statutes,  regulations, requirements  and  ordinances
("Hazardous  Materials"); (ii) that to the best of  Lessee's
knowledge,  there  have  been no investigations  or  reports
involving Lessee, or the Leased Premises by any governmental
authority  which  in any way pertain to Hazardous  Materials
(iii)  that to the best of Lessee's knowledge the  operation
of the Leased Premises has not violated and is not currently
violating  any  federal,  state or  local  law,  regulation,
ordinance or requirement governing Hazardous Materials; (iv)
that   to the best of Lessee's knowledge the Leased Premises
is  not listed in the United States Environmental Protection
Agency's  National Priorities List of Hazardous Waste  Sites
nor  any  other list, schedule, log, inventory or record  of
Hazardous  Materials  or  hazardous  waste  sites,   whether
maintained by the United States Government or any  state  or
local  agency;  and  (v) that the Leased Premises  will  not
contain  any formaldehyde, urea or asbestos, except  as  may
have  been disclosed in writing to Lessor by Lessee  at  the
time of execution and delivery of this Lease.  Lessee agrees
to  indemnify  and  reimburse  Lessor,  its  successors  and
assigns, for:

     (a)  any   breach  of  these  representations   and
      warranties, and

     (b)  any loss, damage, expense or cost arising  out  of
     or  incurred by Lessor which is the result of a  breach
     of,  misstatement of or misrepresentation of the  above
     covenants, representations and warranties, and

     (c)  any and all liability of any kind whatsoever which
     Lessor  may, for any cause and at any time, sustain  or
     incur  by  reason of Hazardous Materials discovered  on
     the  Leased Premises during the term hereof  or  placed
     or released on the Leased Premises by Lessee;

together  with  all attorneys' fees, costs and disbursements
incurred  in  connection  with the  defense  of  any  action
against  Lessor arising out of the above.  These  covenants,
representations  and warranties shall be  deemed  continuing
covenants, representations and warranties for the benefit of
Lessor,  and any successors and assigns of Lessor and  shall
survive expiration or sooner termination of this Lease.  The
amount  of  all  such indemnified loss, damage,  expense  or
cost,  shall  bear interest thereon at twelve percent  (12%)
per  annum  and shall become immediately due and payable  in
full  on  demand  of  Lessor, its  successors  and  assigns.
Lessee  shall  not be responsible for any liabilities  under
this  Article  if the liability results from  activities  of
Lessor or any agent, employee, or contractor of Lessor.

ARTICLE 32.  ESCROWS

      Upon  the occurrence of a third default in any  twelve
month  period  by  Lessee, or upon the request  of  Lessor's
Mortgagee, if any, Lessee shall deposit with Lessor  on  the
first  day  of  each  and every month, an  amount  equal  to
one-twelfth  (1/12th) of the estimated  annual  real  estate
taxes,  assessments  and insurance ("Charges")  due  on  the
Leased   Premises,   or  such  higher   amounts   reasonably
determined by Lessor as necessary to accumulate such amounts
to  enable Lessor to pay all charges due and owing at  least
thirty (30) days prior to the date such amounts are due  and
payable.  If  Lessee is depositing into  such  escrow  as  a
result  of  its  third  default in any  given  twelve  month
period,  and Lessee shall not commit a default for a  period
of  24 months from the commencement of such escrowing,  such
escrow shall be discontinued unless renewed according to the
terms  hereof for the occurrence of a third default  in  any
twelve  month  period,  or  upon  the  request  of  Lessor's
mortgagee.

From time to time out of such deposits Lessor will, upon the
presentation to Lessor by Lessee of the bills therefor,  pay
the  Charges  or  will upon presentation of receipted  bills
therefor, reimburse Lessee for such payments made by Lessee.
In the event the deposits on hand shall not be sufficient to
pay  all of the estimated Charges when the same shall become
due  from time to time or the prior payments shall  be  less
than  the  currently estimated monthly amounts, then  Lessee
shall  pay to Lessor on demand any amount necessary to  make
up  the deficiency. The excess of any such deposits shall be
credited  to subsequent payments to be made for such  items.
If  a  default or an event of default shall occur under  the
terms  of  this  Lease, Lessor may, at its  option,  without
being  required so to do, apply any Deposit on hand to  cure
the default, in such order and manner as Lessor may elect.

ARTICLE 33.  NET LEASE

      It is the intent of the parties hereto that this Lease
shall  be a net lease and that the Rent defined pursuant  to
Article 4 should be a net Rent paid to Lessor.  Any and  all
other  expenses  including but not limited to,  maintenance,
repair, insurance, taxes, and assessments, shall be paid  by
Lessee.

ARTICLE 34.  RIGHT OF FIRST REFUSAL

      Lessor, for itself, its successors and assigns, hereby
gives  and  grants to Lessee a right of first  refusal  (the
"Option")  to purchase the Leased Premises, subject  to  the
following terms and conditions:

     (A)  DURATION OF OPTION.  The Option and all rights and
privileges  of  Lessee hereunder shall be in force  for  the
term of this Lease until the expiration of Lessee's right to
possession.

      (B)   MANNER  OF EXERCISING OPTION.  If  Lessor  shall
desire to sell the Leased Premises (subject to the terms  of
this  Lease),  Lessor shall give Lessee  written  notice  of
Lessor's  intention to sell Lessor's interest in the  Leased
Premises.   Such notice ("Lessor's Notice")  shall  state  a
price at which (or greater) Lessor intends to sell all or  a
portion  of  its  interest.  For twenty (20)  business  days
following the giving of such notice, Lessee shall  have  the
option  to  purchase the Lessor's interest at the  price  in
cash  stated  in the Lessor's Notice.  A written  notice  in
substantially  the following form, addressed to  Lessor  and
signed   by  Lessee  and  given,  in  accordance  with   the
provisions  of Article 29(A) hereof, within the  period  for
exercising the Option, submitted with a bank cashier's check
or  money order payable to the order of Lessor in the amount
of  $25,000.00 (the "Earnest Money") shall be  an  effective
exercise of Lessee's Option, to wit:


                           (date)

"We  hereby  exercise  the Option to purchase  the  property
commonly known as __________________, pursuant to the  Right
of  First  Refusal  contained  in  that  certain  Net  Lease
Agreement between us pertaining to said premises.

      (C)  TERMS OF SALE IF OPTION EXERCISED.  Upon Lessee's
exercise of the Option in accordance with the provisions  of
subparagraph (B) hereof, Lessor shall be obligated  to  sell
and  convey by recordable warranty deed, good and marketable
title  to  the Leased Premises subject only to  the  matters
affecting title which were of record at the time Lessor came
into  title  to the Leased Premises and those matters  which
Lessee  created, suffered or permitted to accrue during  the
term  hereof, and Lessee shall be obligated to purchase  the
Premises upon the following terms and conditions:

     (i)  PRICE.  The price "Purchase Price" at which Lessor
     shall   sell  and  Lessee  shall  purchase  the  Leased
     Premises shall be the price stated in Lessor's Notice.

     (ii)CLOSING.  Closing shall be thirty (30)  days  after
     the  expiration of the twenty days within which  Lessee
     may  exercise  its Option, unless the parties  mutually
     agree  otherwise.  The Purchase Price less  credit  for
     the  Earnest Money shall be tendered in cash  or  other
     certified funds by Lessee at Closing.

     (iii)                  EVIDENCE  OF  TITLE.   Not  less
     than  ten  (10)  days  prior to closing,  Lessee  shall
     obtain  a  commitment  for an ALTA  owner's  policy  of
     title  insurance dated within thirty (30) days  of  the
     closing  date, issued by a nationally recognized  title
     insurance  company  selected  by  Lessor  (the   "Title
     Company")   in   the  amount  of  the  Purchase   Price
     determined  pursuant  to  subparagraph  (C)(i)   above,
     naming  Lessee  as the proposed insured,  and  covering
     the  fee  simple  title  to the  Leased  Premises,  and
     showing  Lessor vested with good title  to  the  Leased
     Premises  subject only to the matters  affecting  title
     which  were  of  record at the time  Lessor  came  into
     title  to  the Leased Premises and those matters  which
     Lessee  created, suffered or permitted to accrue during
     the  term  hereof.   Such  title  commitment  shall  be
     conclusive evidence of good title.

(i)  PRORATIONS.  Lessor shall pay the cost of the aforesaid
     title  policy and any and all state and municipal taxes
     imposed by law on the transfer of the title to the Leased
     Premises, or the transaction pursuant to which such transfer
     occurs.  Water, sewer and other utility charges, if any,
     which are not metered, driveway permit charges, if any,
     general real estate taxes, and other similar items, shall be
     adjusted ratably as of the Closing, except to the extent
     otherwise settled between the parties pursuant to other
     provisions of this Lease.  No portion of the Base Rent paid
     by Lessee shall be credited toward the Purchase Price but
     Lessee shall be given a credit for rent prepaid for any
     period after the Closing.

     (v)  ESCROW  CLOSING.   At the election  of  Lessor  or
     Lessee  upon  notice to the other party not  less  than
     five (5) days prior to the Closing, this sale shall  be
     closed  through  an escrow with the Title  Company,  in
     accordance  with the general provisions  of  the  usual
     form of Deed and Money Escrow Agreement then is use  by
     said company, with such special provisions inserted  in
     the  escrow  agreement as may be  required  to  conform
     with  this  agreement.  Upon the creation  of  such  an
     escrow,     anything    herein    to    the    contrary
     notwithstanding,  paying  of  the  purchase  price  and
     delivery of the deed shall be made through the  escrow.
     The  cost  of  the  escrow  shall  be  divided  equally
     between  the  Lessor and Lessee.   If  for  any  reason
     other  than Lessee's default, the transaction fails  to
     close,  the Earnest Money shall be returned  to  Lessee
     forthwith.

     (vi)REMEDIES ON DEFAULT.  If Lessee defaults under  the
     provisions  of  this subparagraph 34(C),  Lessor  shall
     have   the  right  to  annul  the  provisions  of  this
     paragraph  34 by giving Lessee notice of such election,
     provided that Lessor has first notified Lessee of  such
     default  and Lessee has failed to cure the same  within
     ten  (10) days after such notice.  Upon Lessor's notice
     of  annulment in accordance herewith, the Earnest Money
     shall  be  forfeited and paid to Lessor  as  liquidated
     damages,  which  shall be Lessor's sole  and  exclusive
     remedy.   If  Lessor defaults under the  provisions  of
     this  subparagraph 34(C) and fails to cure such default
     within  ten (10) days after being notified of the  same
     by  Lessee,  then in such event, (i) the Earnest  Money
     at  Lessee's election and immediately upon  its  demand
     shall  be  returned to Lessee, which return shall  not,
     however, in any way release or absolve Lessor from  its
     obligations   hereunder  and  (ii)  Lessee   shall   be
     entitled  to  all remedies (both legal  and  equitable)
     the  law  (both statutory and decisional) of the  state
     in  which  the  Leased Premises are  situated  provides
     without  first  having to tender  the  balance  of  the
     purchase  price  as a condition precedent  thereof  and
     without having to make any election of such remedies.

      (D)   EFFECT  OF OPTION ON LEASE.  If  the  Option  is
exercised,  this  Lease shall continue  in  full  force  and
effect until the Closing hereinabove specified.  If for  any
reason  such  Closing  fails  to  occur,  this  Lease  shall
continue  in  full  force and effect,  except  that  if  the
provisions  of this paragraph 34 are annulled by Lessor,  in
accordance  with  subparagraph 34(C)(vi),  by  reason  of  a
default by Lessee, this Lease shall continue but without the
provisions of this paragraph 34 being a part hereof.

      (E)   If  Lessee fails to exercise its Option,  Lessor
shall be free to sell all or any portion of its interest  in
the  Leased Premises for six months following the expiration
of  the  twenty  days within which Lessee may  exercise  its
Option, provided that Lessor shall sell its interest or  any
portion   thereof  for  a  price  (pro-rata  for  a  partial
interest)  equal to or greater than the price set  forth  in
Lessor's Notice.  This Right of First Refusal shall  survive
any  sale  of  the Leased Premises and shall  apply  to  any
subsequent sale or potential sale by Lessor or its assigns.

IN  WITNESS  WHEREOF,  Lessor and Lessee  have  respectively
signed  and  sealed this Lease as of the day and year  first
above written.

LESSEE:   KONA RESTAURANT GROUP, INC.


                            By /s/ Norman J Abdallah
                                Its:President




    REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - LESSOR'S
    SIGNATURE ON FOLLOWING PAGE



LESSOR: AEI INCOME &  GROWTH FUND 23 LLC

                         By:  AEI FUND MANAGEMENT XXI, INC., a
                              Minnesota corporation

                         By: /s/ Robert P Johnson

                                 Robert P. Johnson, President



                          EXHIBIT A



                         1.6310 ACRE

                    (71,046 Square Feet)

THE STATE OF TEXAS
THE COUNTY OF VICTORIA

BEING a 1.6310 acre tract of land situated Farm Lot 2, Block
6,  Range  3,  East Above Town in the Original  Four  League
Grant  to  the Town of Victoria, Victoria County, Texas  and
being  a portion of that certain tract of land described  as
8.759  acres  as conveyed from Myrtle Gunn York to  Victoria
Hank  and  Trust  Company, as Trustee, by  instrument  dated
November 10, 1992, and recorded inVolume 0035, Page  477  of
the  Official Records of Victoria County, Texas, said 1.6310
acre  tract of land being more fully described by metes  and
bounds as follows:

COMMENCING  at  a  5/8 inch diameter iron  rebar  found  for
corner in the east right-of-way line of U.S. Highway No.  77
(also known as N. Navarro Street), said iron rebar marks the
southwest  corner  of  Lot  1, Block  1.  of  Golden  Corral
Subdivision  No.  1, as addition to the  City  of  Victoria,
Victoria County, Texas, according to the established map and
plat of said addition recorded in Volume 7, Page 85D of  the
Map and Plat Records of said County;

THENCE,  South 18 deg. 13' 29" West, along said right-of-way
line, a distance of 221.86 feet to a 5/8 inch diameter  iron
rebar found marking the beginning of a curve to the left;

THENCE,  ins a southwesterly direction along said  curve  to
the   left  and  continuing  along  said  right-of-way  line
(internal  angle  =  2 deg. 18' 40", radius  =3169.85  feet,
chord  bears S 16 deg 30' 57" W, a distance of 152.03  feet)
for  an  arc distance of 152.04 feet to a 5/8 inch  diameter
iron  rebar  found for the POINT OF BEGINNING of the  herein
described tract;

THENCE, South 71 deg 47' 38" East, a distance of 223.07 feet
to  a  5/8  inch  diameter  iron  rebar  found  marking  the
northeast corner of the herein described tract;

THENCE,  South  15 deg. 44' 31" West, a distance  of  284.42
feet  to  a  5/8 inch diameter iron rebar found marking  the
southeast corner of the herein described tract in the  north
line  of that certain tract of land described as 2.10  acres
as conveyed from Myrtle York to CNB Properties by instrument
recorded  in  Volume 1040, Page 484 of the Deed  Records  of
said County;

THENCE, South 85 deg. 01' 17" West, along the north line  of
said  2.10  acre  tract, a distance  of  216.11  feet  to  a
concrete monument found marking the southwest corner of  the
herein described tract, in the aforesaid curving east right-
of-way line of U.S. Highway No. 77, same being the northwest
corner of said 2.10 acre tract;

THENCE,  in  a  northeasterly direction along  said  curving
right-of-way line (internal angle 5 deg. 38' 32",  radius  =
3769.47 ffet, chord bears N 12 deg. 32' 21" E, a distance of
371.05 feet) for an arc distance of 371.20 feet to the POINT
OF  BEGINNING,  CONTAINING, within these  metes  and  bounds
1.6310 acre (71,046 square feet) of land, more or less.

TOGETHER   WITH  certain  rights,  benefits,  and  easements
created   by   that   certain  Declaration   of   Easements,
Restrictions, and Related Agreements of even recording  date
with  the  Special  Warranty  Deed  from  Triton  Commerical
Properties,  Ltd to AEI Net Lease Income & Growth  Fund  XIX
Limited   Partnership,  AEI  Real  Estate  Fund  XV  Limited
Partnership,   and  AEI  Real  Estate  Fund   XVII   Limited
Partnership.