NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of the  19th
day of April, 2000, by and among AEI Income & Growth Fund 23 LLC,
a  Minnesota limited liability company, whose corporate  managing
member  is AEI Fund Management XXI, Inc., a Minnesota corporation
("Fund  23"), whose principal business address is 1300  Minnesota
World  Trade Center, 30 East Seventh Street, St. Paul,  Minnesota
55101  (hereinafter referred to as "Lessor"), and Razzoo's, Inc.,
a  Texas corporation (hereinafter referred to as "Lessee"), whose
principal  business address is 15950 Dallas Parkway,  Suite  785,
North Dallas, TX  75248.

                          WITNESSETH:

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

      WHEREAS,  Lessee  will  be constructing  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
collectively referred to as the "Leased Premises"),  from  Lessor
upon the terms and conditions hereinafter provided;

      NOW,  THEREFORE,  in consideration of  the  Rents  (defined
below),  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 Fifteen (15)
consecutive "Lease Years", as hereinafter defined, commencing  on
April 19th, 2000 ("Occupancy Date"), plus the period between  the
date hereof and the end of the month in which the First Amendment
hereto   is   executed  as  contemplated  under  the  Development
Financing  Agreement described in Article 34 hereof.  This  Lease
may be renewed and extended pursuant to the provisions hereof and
the  Term shall be deemed to include any Renewal Term(s) (defined
below) so exercised.

      (B)   The  first "Lease Year" of the Term shall  be  for  a
period  of  twelve  (12)  consecutive calendar  months  from  the
Occupancy Date, plus the period between the date hereof  and  the
end  of the month in which the First Amendment hereto is executed
as   contemplated  under  the  Development  Financing   Agreement
described in Article 34 hereof.  Each Lease Year after the  first
Lease  Year  shall  be a successive  period of twelve  (12)  full
calendar months.

     (C)  The parties agree that once the Occupancy Date has been
established, or 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  right of renewal or first option to purchase,  and  that
said right(s) shall terminate when the Lessee shall lose right to
possession  or this Lease is terminated, whichever occurs  first.
The provisions of this Lease shall control, however, in regard to
any  omissions  from such memorandum of lease or  any  provisions
hereof which may be in conflict with the memorandum of lease.

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

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

      (B)   Lessee  warrants  that the  Building  and  all  other
improvements  to  the  land contemplated  will  during  and  upon
completion  of  construction and at  all  times  during  Lessee's
occupancy  of  the Leased Premises shall 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 relating  to
the  Building  and  other  related  improvements  on  the  Leased
Premises,  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.

      (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 Leased Premises  are  in  the
condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

(A)  Annual Rent  Payable  for the part of the first  Lease  Year
     until execution of the First Amendment hereto or adjusted as
     contemplated under the Development Financing Agreement:

      Lessee shall pay to Lessor an annual Base Rent of $132,430,
which amount shall be payable in advance on the first day of each
month in equal monthly installments of $11,035.83 to Lessor  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 in the third full Lease  Year
(after   the   execution  of  the  First  Amendment   hereto   as
contemplated under the Development Financing Agreement) and  each
Lease Year thereafter:

     In the third and each Lease Year thereafter, the annual Base
Rent due and payable shall increase by an amount equal to One
Percent (1%) of the Base Rent payable for the immediately prior
Lease Year.

(C)  Percentage Rent

     Commencing with the Fourth  (4th) full Lease Year, and for
each subsequent Lease Year, Lessee shall also pay within 90 days
after the end of such Lease Year annually, as Percentage Rent, an
amount equal to Two percent (2.0%) of the amount, if any, by
which Gross Receipts (defined below) for  such Lease Year exceed
the average of  the Gross Receipts of the first three full Lease
Years (commencing as of the beginning of the first full month of
the first full Lease Year commencing at the date of the First
Amendment to Lease contemplated in Article 34 herein).

(D)     Provision of Financial Statements.

     Lessee shall also provide financial statements (certified as
true  and  correct by an appropriate officer of  the  Lessee)  to
support Lessee's calculation of such Percentage Rent due, if any.
If  Lessee  shall  fail  to provide the financial  statements  as
required  by  Lessor  for the purposes of calculating  Percentage
Rent  for  a  prior  Lease Year, Lessor may  make  a  good  faith
estimate  of  the  same and that estimate  shall  be  binding  on
Lessee.   When the required financial statements are provided  to
Lessor,  Lessor  shall adjust such estimated increases  within  a
reasonable  time thereafter.  However, until such adjustment  has
been  made,  Lessee  shall continue to be obligated  to  pay  the
estimated  Percentage  Rent  and  Base  Rent.   If  any  required
financial statements reflect that the calculation or estimate  of
Percentage  Rent  and/or Base Rent has been  understated,  Lessor
shall  give  notice of the understatement to Lessee. Within  five
(5)  days  after Lessor gives such notice, Lessee shall  pay  the
correct Rent amounts and arrearage.

(E)     Overdue Payments.

     Lessee shall pay interest on all overdue payments of Rent or
other  monetary  amounts due hereunder  at  the  rate  of  twelve
percent  (12%)  per  annum or the highest rate  allowed  by  law,
whichever is less, accruing from the expiration of the applicable
notice and cure period after the date such Rent or other monetary
amounts were properly due and payable.

(F)     Gross Receipts.

    "Gross  Receipts" as used herein is hereby  defined  to  mean
gross  sales of Lessee, or any assignee or sublessee  of  Lessee,
and   of   all  licensees,  concessionaires,  from  all  business
conducted upon or from the Leased Premises, whether such business
be  conducted  by  Lessee  or by licensees,  concessionaires,  or
tenants  of Lessee and whether such sales be evidenced by  check,
credit,  charge  account,  exchange,  or  otherwise,  and   shall
include,  but  not be limited to, the amounts received  from  the
sale  of  goods, services, foods, etc., performed on  or  at  the
Leased  Premises, whether such orders be filled from  the  Leased
Premises  or elsewhere, whether such sales be by means  of  food,
services,  or  other  vending devices, in  the  Leased  Premises.
Gross  Receipts shall not include sales for which cash  has  been
refunded,  or allowances made on food or services claimed  to  be
defective  or unsatisfactory.  Gross Receipts shall  not  include
promotional discounts whether coupons or otherwise, nor the value
or  cost  of  meals  provided to employees or meals  provided  to
others for promotional purposes from whom no payment is received.
Gross Receipts shall not include the amount of any sales, use, or
gross  receipts tax imposed by any federal, state, municipal,  or
governmental  authority  directly on  sales  and  collected  from
customers.   No franchise or capital stock tax and no  income  or
similar  tax  based  upon  income or profits  as  such  shall  be
deducted   from   Gross   Receipts  in  any   event   whatsoever.
Additionally, Gross Receipts shall not include (1) tips  paid  to
employees;  (ii) bad debts charged off by Lessee, (iii)  delivery
charges, if applicable, (iv) any penalties or charges imposed  by
Lessee  on  its  customers for returns of checks,  (v)  interest,
service  or  sales  carrying charges, or other  charges,  however
denominated, paid by customers for extension of credit  on  sales
and  where  not  included  in the sales price,  (vi)  returns  to
suppliers  for  credit,  and (vii) sums and  claims  received  in
settlement of claims for loss or damage to supplies.

(A)  Audit Rights.

    Proper  annual  and quarterly statements,  as  set  forth  in
Article  26, shall be prepared and certified by Lessee to  Lessor
in  conjunction  with such Gross Receipts.  Lessor  may,  at  its
option,  cause  an audit to be made of Lessee's business  affairs
and  records  relating  to  the Leased Premises  for  the  period
covered  by  any such statements issued by Lessee; provided  such
audit   is   conducted  pursuant  to  the  following  terms   and
conditions:  (a)  Lessor may audit only Lessee's non-consolidated
books  and records, (b) such audit must be conducted by  Lessor's
employees or an independent nationally recognized accounting firm
that  is  not  being compensated by Lessor on a  contingency  fee
basis;  (c)  such audit must be commenced within six  (6)  months
after  Lessee  delivers to Lessor Lessee's annual  accounting  of
Gross  Receipts and once commenced, such audit shall be completed
in  a  diligent and expeditious manner; (d) Lessor  shall  supply
Lessee with a copy of the result of the audit within thirty  (30)
days  after  Lessor's  receipt of same; (e)  no  audit  shall  be
conducted  if  Lessor has previously conducted an audit  for  the
same time period; (f) such audit shall be conducted during normal
business hours, at a mutually agreed upon time, at Lessee's  main
accounting office; (g) such audit shall be at Lessor's sole  cost
and  expense  and  any costs or expenses incurred  by  Lessee  in
providing  Lessor with the information required to  perform  such
audit,  including, but not limited to, copying costs and delivery
fees shall be paid by Lessor to Lessee upon demand; and, (h)  any
information obtained by Lessor as a result of such audit shall be
held in strict confidence by Lessor and shall not be disseminated
further  except to Lessor's accountants, attorneys  and  lenders.
As  used herein the term "non-consolidated" shall mean only  such
of  Lessee's books and records as reflect its sales solely at the
Leased  Premises.  Notwithstanding any provision of  this  Lease,
Lessor shall have no right under any circumstances or pursuant to
any  provisions of this Lease to inspect or audit any of Lessee's
operations  at  any other location.  Lessor shall  not  have  the
right  to  audit Lessee's records more than once per Lease  Year.
Once   audited,   a  Lease  Year  may  not  again   be   audited.
Notwithstanding anything in the foregoing to the contrary, Lessee
shall  have the right, to be exercised, if at all, within  thirty
(30)  days after Lessee's receipt of the audit report, to contest
such  audit report, and in such case Lessor and Lessee shall work
together  to  resolve  such differences (and  Lessor's  auditor's
report shall not be binding and conclusive upon Lessee until such
differences  are  resolved  [if Lessee exercises  such  rights]).
Lessee  shall maintain its books and records for at  least  three
years  from  the  end  of any Lease Year.  If  such  audit  shall
disclose a liability for Rent to the extent of three percent (3%)
or  more in excess of the Rents theretofore computed and paid  by
Lessee for such period, Lessee shall pay for the cost of any such
audit.   Lessee  shall also pay interest on the  amount  of  such
liability at the lesser of the rate of  twelve percent (12%)  per
annum  or the highest rate allowed by law accruing from the  date
said  liability would have been due and properly paid  by  Lessee
hereunder.

(H)      If  Lessee shall cease or suspend operation in violation
of  this lease, resulting in operation for less than a full Lease
Year,  Gross  Receipts  for  the  partial  Lease  Year  shall  be
annualized for purposes of calculating Percentage  Rent  due  and
payable for such partial Lease Year.

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  all
risk,  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,  with  such
commercially  reasonable  deductibles as  Lessor  may  reasonably
require  from  time  to  time.   Additionally,  replacement  cost
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 twelve months) 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  Leased Premises, including  "Dram  Shop"  or
liquor  liability  insurance, if the  same  shall  be  or  become
available in the State of Texas, with initial limits of at  least
$2,000,000 per occurrence/$5,000,000 general aggregate (inclusive
of umbrella coverage), or such additional amounts as Lessor shall
reasonably require from time to time.

      (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, following five (5)
business days written notice to Lessee of Lessor's intent  to  do
so  (unless insurance then in place would during such period,  or
already  has, lapsed, in which case no notice need be given)  and
Lessee may obtain such insurance during said five day period  and
not  then  be  in default hereunder. If Lessor shall obtain  such
insurance, Lessee will then, within five (5) business  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 payable pursuant to Article 4 hereof.

      (D)  All policies of insurance provided for or contemplated
by this Article may be satisfied under Lessee's blanket insurance
coverage.   All policies required hereunder  shall  name  Lessor,
Lessor's  corporate  general partners,  and  Lessor's  individual
General  Partner,  Robert P. Johnson, and  Lessee  as  additional
insured and loss payee, as their respective 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 be in place
on  or before the Occupancy Date and contain endorsements by  the
respective insurance companies waiving (to the extent allowed  by
applicable  law)  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  maintain
legible  copies of any and all policies and endorsements required
herein,  to  be made available for Lessor's review and  photocopy
upon  Lessor's  reasonable request from time  to  time.   On  the
Occupancy Date and 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
reflecting   the   above   terms  of  the   Policies   (including
endorsements).   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
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 Leased 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  acting  in  such  capacity.  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.   In  the
event  of  any  loss,  damage,  or injury  caused  by  the  joint
negligence or willful misconduct of Lessor and Lessee, they shall
be liable therefor in accordance with their respective degrees of
fault.

      (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 its 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  its
insurers.

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

(A)  Lessee shall  be liable and agrees to pay before delinquency
     all 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
     ("Utility Charges");

(B)  Lessee shall  pay   all personal property taxes attributable
     to  its  personalty  on the Leased Premises, all real estate
     taxes,  special   assessments,  and   municipal   or   other
     governmental   impositions,   duties,  and 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  for  the  period
     prior  to  the  expiration of the Term hereof, or any Renewal
     Term, if exercised, or 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 ("Taxes"). Such payments shall be considered
     as  Rent paid by Lessee in addition to the  Rent  defined  at
     Article  4 hereof. Nothing contained in this Lease,  however,
     shall be deemed or construed to include within Taxes: (i) any
     transfer,  documentary  or  stamp  tax; (ii) any tax upon the
     income,  profits  or business of Lessor (other than any sales
     or other such tax  that  may be imposed on the Rent itself or
     any  additional  rent);  (iii)  any  personal property taxes,
     capital  levy,  or  franchise taxes which are imposed on  any
     property other than the Leased Premises; or (iv) payroll taxes,
     inheritance or estate taxes Imposed on Lessor even though such
     taxes may become a lien against the Leased Premises; provided,
     however, if due to a  change  in  the  method  of  taxation, a
     franchise tax, Rent tax, or income  or  profit  tax  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;  otherwise Lessee shall not be liable
     for any such tax levied against Lessor.  Lessee shall make any
     payments of Taxes on or before  the  later of (i) the due date
     thereof or (ii) thirty (30) days after Lessor  provides Lessee
     with a copy of the tax bill therefor (if sent directly to Lessor
     by the taxing authority).  Lessor  shall be responsible for any
     interest or penalties caused by its delay in forwarding any tax
     bills  to  Lessee.  The Leased  Premises  shall  be  separately
     assessed and a tax bill issued to Lessee separate from any other
     property if permitted under applicable law.  Lessor  and Lessee
     shall  cooperate   in providing to  the  taxing  authority  all
     necessary documentation to request that such tax bill be issued
     directly to Lessee.

(C)  All  Taxes 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 (or through the expiration
     of the Term hereof, if longer) in said respective tax years.
     Lessee  shall  pay within 60 days of the expiration  of  the
     Term  hereof  Lessor's reasonable estimate of Lessee's  pro-
     rata share of real estate taxes for the last tax year of the
     Term hereof, based upon the last available tax bill.  Lessor
     shall  give  Lessee notice of such estimated  pro-rata  real
     estate  taxes no later than 75 days prior to the end of  the
     Term  hereof.  Upon receipt of the actual statement of  real
     estate  taxes for such prorated period, Lessor shall  either
     refund  to  Lessee any over payment of the  pro-rata  Lessee
     obligation,  or shall assess and Lessee shall  pay  promptly
     upon  notice any remaining portion of the Lessee's  pro-rata
     obligation for such real estate taxes.

(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 pay (under protest) such tax or assessments for
     public  improvements  or  benefits,  or  other  governmental
     imposition,  duties and charges aforementioned, unless  such
     payment  would  act  as a bar to such contest  or  interfere
     materially  with the prosecution thereof and in  such  event
     Lessee   shall   post   with  Lessor  alternative   security
     reasonably  satisfactory to Lessor.   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 expense of Lessor in
     such  proceedings, Lessee shall be entitled to  receive  and
     retain  the  refund, subject, however, to  apportionment  as
     provided during the first and last years of the Term of this
     Lease.  If  any  general or special assessment  is  assessed
     against  the Leased Premises, Lessor shall elect to pay  the
     assessment in installments over the longest period  of  time
     allowed  by applicable law, and only those installments  (or
     partial installments) attributable to the Term of this Lease
     shall  be  considered in determining Lessee's tax  liability
     for such assessment.

(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.

(A)  In the event  Lessee fails to pay such taxes, within  thirty
     (30) days after Lessor notifies Lessee in writing that Lessor has
     paid such amount, Lessee shall also pay to Lessor, as additional
     Rent, the amount of any sales tax, franchise tax, excise tax, on
     Rents imposed by the State where the Leased Premises are located.
     At Lessor's option, Lessee shall deposit with Lessor on the first
     day of each and every month during the Term hereof, an amount
     equal to one-twelfth (1/12) of any estimated sales tax payable to
     the State in which the property is situated for Rent received by
     Lessor hereunder ("Deposit").  From time to time out of such
     Deposit Lessor will pay the sales tax to the State in which the
     property is situated as required by law.  In the event the
     Deposit on hand shall not be sufficient to pay said tax when the
     same shall become due from time to time, or the prior payments
     shall be less than the current estimated monthly amounts, then
     Lessee shall pay to Lessor on demand any amount necessary to make
     up the deficiency.  The excess of any such Deposit 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 such default, in such
     order and manner as Lessor may elect.

(H)  Lessor shall provide Lessee with a copy of any increased tax
     assessment  within thirty (30) days of its receipt.   Lessee
     shall  have  the  right  to contest any  assessment  or  the
     validity  of any tax, provided that Lessee shall  indemnify,
     defend and hold Lessor and the Leased Premises harmless from
     any cost, expense, liability, lien or damage arising out  of
     such contest.

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

(A)   Except  as  otherwise expressly provided in  this  Article,
Lessee shall not:

1.    assign  or otherwise transfer this Lease, or  any  part  of
Lessee's  right, title or interest therein, except in  the  event
the  Lease  is  assigned by Lessee to a successor  publicly  held
entity  in  the  event of a public offering of  Lessee's  capital
stock  or  to  any  other entity controlled by  or  under  common
control with Lessee or such successor of Lessee, provided  Lessee
shall  not  be released from liability hereunder and  Lessee  and
Guarantor  shall  confirm in writing their  continuing  liability
hereunder; or

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,
whether  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 of  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;

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 material modification, amendment or extension  of  any
sublease to which Lessor has previously consented shall be deemed
a new sublease;

Lessee agrees to furnish to Lessor, within five (5) business days
following demand at any time, such information and assurances  as
Lessor  may  reasonably  request that  neither  Lessee,  nor  any
previously  permitted  sublessee or assignee,  has  violated  the
provisions of this Article.

(C)   Except as permitted under Section (A)(1) above,  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  executed
counterparts   of  any  such  agreement  and  of  all   ancillary
agreements   with   the  proposed  assignee  or   sublessee,   as
applicable.   If  Lessee  shall fail to  comply  with  the  terms
hereof,  and  shall  have surrendered possession  of  the  Leased
Premises  in violation of its duty of prior notice and failed  to
obtain  Lessor's  prior consent (if and where  required  herein),
and,  if in such event, Lessor in its sole discretion (except  as
otherwise  specifically limited herein) shall not  consent  to  a
proposed  sublease or assignment, Lessor shall then have  all  of
the  following  rights  (in addition to  any  rights  Lessor  may
possess  occasioned by Lessee's default hereunder), any of  which
Lessor  may  exercise  by written notice to Lessee  given  within
thirty   (30)  days  after  Lessor  receives  the  aforementioned
documents or becomes aware of Lessee's failure to comply with the
terms hereof:

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.


(D)   If  Lessor exercises any of its options under Article  7(C)
above, (or 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.

(A)   Notwithstanding  anything above  to  the  contrary,  Lessor
agrees  to  consent to any assignment or sublease of all  or  any
portion of the Lessee's interests herein, provided Lessee  passes
the  Lessee Net Worth Test as defined below and Lessor  is  given
prior  written  notice  of Lessee's intent  to  enter  into  such
sublease or assignment, accompanied by a copy of such sublease or
assignment, and the consents of Lessee and any guarantor of  this
Lease  (such consent to be in form and substance satisfactory  to
Lessor)  to such assignment or sublet, affirming their continuing
liability  hereunder.   Such proposed assignnee  shall  pass  the
Lessee  Net  Worth  Test  if (a) the net worth  of  the  proposed
assignee or sublessee (determined in accordance with GAAP) at the
time of such proposed assignment or sublet equals or exceeds  the
net  worth, similarly determined, for Lessee as of the  effective
date  of  this Lease or at the time of such proposed  assignment,
whichever  is greater, or (b) such proposed assignee or sublessee
has  at least 5 similar type restaurants under management and has
had  such restaurants operating profitably for at least  5  years
prior to the date of such proposed assignment or sublease hereof.

(F)   Separately,  Lessor agrees that its consent  to  any  other
proposed  assignment or sublet shall not be unreasonably withheld
or  delayed,  provided Lessor is given prior  written  notice  of
Lessee's  intent  to  enter  into such  sublease  or  assignment,
accompanied  by  a copy of such sublease or assignment,  and  the
consents of Lessee and Guarantor (such consent to be in form  and
substance  satisfactory to Lessor) to such assignment or  sublet,
affirming their continuing liability hereunder, and the  proposed
assignee  or  sublessee  meets Lessor's  then  current  standards
("Tenant  Standards") for new tenants in leasing  agreements  for
similar  properties  entered into by Lessor,  such  standards  to
include  but  not  be limited to such tenant's  creditworthiness,
business   experience,  and  reputation,  consistently   applied.
Lessee  shall  provide Lessor with reasonable  evidence  of  such
proposed  assignee's  or  sublessee's creditworthiness,  business
experience, and reputation.  If Lessor shall reasonably determine
that  such proposed assignee or sublessee does not meet  Lessor's
then current Tenant Standards, Lessor may withhold its consent to
such  proposed assignment or sublet in Lessor's sole and absolute
discretion.

(G)   Notwithstanding  anything above to the  contrary,  Lessee's
interest  herein  shall  not  be  assignable  in  any  manner  in
accordance with the terms hereof unless and until the termination
of the Development Financing Agreement as set forth in Article 35
hereof.

ARTICLE 8.  REPAIRS AND MAINTENANCE

     (A)  Subject to the provisions of Articles 12 and 15 hereof,
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 (if any) 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, after prior written  notice  as
required  under  Article 16(B) (except in cases of  emergency  to
prevent waste or preserve the safety and integrity of the  Leased
Premises,  in  which  case no notice need be given),  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 within  five
(5) business days following 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,  except  for  Lessee's  moveable  trade
fixtures.   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  or  license
agreements  required  for operation of  the  Leased  Premises  in
accordance with Article 14 hereof.

ARTICLE 10.  SIGNS

      Lessee shall have the right to install and maintain on  the
Building  and  elsewhere on the Leased Premises a sign  or  signs
advertising  Lessee's  business (including,  without  limitation,
pylon and/or monument signs), 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
Leased  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,  which shall provide,  inter  alia,  that
Lessee  shall remain in possession of the Leased Premises and  be
afforded  all  the  rights granted to Lessee  hereunder  provided
Lessee  is  not in default hereunder.  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, which shall provide, inter  alia,
that Lessee shall remain in possession of the Leased Premises and
be  afforded all the rights granted to Lessee hereunder  provided
Lessee is not in default hereunder.

(B)   Lessee  covenants and agrees to execute and  deliver,  upon
demand, such further 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. If Lessor defaults  in
making  payment  under any mortgage or deed of trust  encumbering
all or any part of the Leased Premises, or if Lessor is in breach
or  in  default  of any such mortgage or deed  of  trust  in  any
respect,  and  the holder thereof shall have declared  a  default
thereunder, Lessee shall have the right, but not the duty,  after
written notice to Lessor, to make all payments of Rent and  other
charges thereafter becoming due under this Lease to the mortgagee
or beneficiary thereunder in lieu of Lessor, and payments so made
shall  discharge the obligation of Lessee hereunder with  respect
to such payments.

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  arbitrator
reasonably  approved by Lessor and Lessee, for the  purposes  for
which  the  Leased Premises were leased, then Lessor  and  Lessee
shall each have the right to terminate this Lease on thirty  (30)
days notice to the other 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, if and as necessary,
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  materially interfere with  the  business  of
Lessee,  then  Lessee  shall, with the use  of  the  condemnation
proceeds  to  be  made  available by  Lessor,  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.
Lessee  shall  make  all repairs to the building  on  the  Leased
Premises  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.  This lease shall be deemed amended to
reflect  the  taking  in  the  legal description  of  the  Leased
Premises.

(A)   Termination of this Lease because of condemnation shall  be
without  prejudice to the rights of either Lessor  or  Lessee  to
recover  from the condemning authority compensation  and  damages
for  the  injury  or loss sustained by them as a  result  of  the
taking.   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; 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 13.  RIGHT TO INSPECT

     Lessor reserves the right to enter upon, inspect and examine
the  Leased Premises at any time during Lessee's normal  business
hours,  after reasonable notice to Lessee, and Lessee  agrees  to
allow  Lessor  free  access to the Leased Premises  to  show  the
Leased  Premises to any prospective purchaser or  mortgagee.   If
requested  by  Lessee, such entry by Lessor shall  be  under  the
supervision of Lessee.  Lessor shall not interfere with or create
a  hazard  to  Lessee's  normal business operations  during  such
entry.    Upon  default by Lessee (after the  expiration  of  any
applicable notice and cure periods provided for herein) or at any
time within ninety (90) 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.  Lessor and Lessor's
representatives shall at all times while upon or about the Leased
Premises  observe and comply with Lessee's reasonable health  and
safety  rules,  regulations,  policies  and  procedures.   Lessor
agrees  to  indemnify  and hold Lessee, its successors,  assigns,
agents  and  employees  from and against any  liability,  claims,
demands,   cause  of  action,  suits  and  other  litigation   or
judgements  of every kind and character, including injury  to  or
death of any person or persons, or trespass to, or damage to,  or
loss  or  destruction of, any property, whether real or personal,
to the extent resulting from the negligence or willful misconduct
or  Lessor  or Lessor's representatives while upon or  about  the
Leased Premises.

ARTICLE 14.  EXCLUSIVE USE

      After  the  Occupancy  Date, Lessee  expressly  agrees  and
warrants that the Leased Premises will be used exclusively  as  a
Razzoo's   Restaurant  or  any  other  casual   dining   sit-down
restaurant.   In  any  other such case, after obtaining  Lessor's
prior  written  consent,  such consent  not  to  be  unreasonably
withheld or delayed, Lessee may conduct any lawful business  from
the  Leased  Premises.  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.   If Lessee should cease business operations at the Leased
Premises,  Lessee shall continue to abide by all  terms  of  this
Lease  and shall continue to pay Base Rent according the  to  the
terms  hereof (including scheduled rental increases in Article  4
and  any renewal term(s)), and shall continue to pay annually the
same amount of annual percentage rent that may have been payable,
if  any, for the last full Lease Year of operation prior to  such
cessation of business operations at the Leased Premises.

ARTICLE 15.  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 after such damage or destruction 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)  with  the
Lessor's  prior  written  consent, 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.  Risk that  the  insurance
company  shall  be  insolvent or shall refuse to  make  insurance
proceeds  available  shall be with Lessee.  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.  If the insurance proceeds are less  than
One  Hundred Thousand Dollars ($100,000), 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  One
Hundred Thousand Dollars ($100,000), 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 completion 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 the opinion of  a  licensed  third
party  architect reasonably approved by Lessor and Lessee)  being
closed  for more than sixty (60) days (which duration of  closure
may  be  established by Lessee by the affidavit of  the  approved
independent  third  party architect as to the estimated  time  of
repair) during the last three (3) 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  insurance
proceeds  (and the deductible thereunder) payable under  policies
maintained pursuant to this Lease.




ARTICLE 16.  ACTS OF DEFAULT

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

                     (A)  Failure to pay the Rent or any monetary
               obligation  herein reserved, or any  part  thereof
               when  the same shall be due and payable, provided,
               however, Lessee shall have five (5) business  days
               after  written notice from Lessor within which  to
               cure  the  failure to pay the Rent or any monetary
               obligation herein reserved.

                    (B)  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 120  days  after  written
               notice from Lessor of the default hereunder.

                     (C)   The abandonment of the Leased 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;
               provided,  however, that the foregoing  shall  not
               constitute  events of default so  long  as  Lessee
               continues  to  otherwise satisfy  its  obligations
               (including but not limited to the payment of Rent)
               hereunder.

ARTICLE 17.  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
(except  where  Lessee has exercised a right to  terminate  where
granted  herein),  preserving unto  Lessor  the  benefit  of  its
bargained-for rental payments.


ARTICLE 18.  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  Leased Premises or any part thereof,  shall  be
abandoned  by  Lessee  and  Rent  shall  not  be  paid  or  other
obligations  (including but not limited to repair and maintenance
obligations) of Lessee hereunder shall not be met, then Lessor or
its  agents, servants or representatives, may immediately  or  at
any time thereafter, re-enter and resume possession of the Leased
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, except for damages
resulting   from  Lessor's  negligence  or  willful   misconduct.
Notwithstanding  anything above to the  contrary,  if  Lessee  is
still in possession of the Leased Premises, Lessor agrees to  use
such  legal proceedings (summary or otherwise) prescribed by  law
to regain possession of the Leased Premises.

ARTICLE 19.  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,  Lessor  shall
undertake  commercially reasonable efforts to  mitigate  Lessee's
continuing  liability hereunder as such efforts may be prescribed
by  law  or  statute  (which  shall include  listing  the  Leased
Premises  with  a  licensed commercial  real  estate  broker  and
securing  the  property against waste, but  shall  not  otherwise
include  the  expenditure of Lessor's funds, unless the  same  be
required  by law or statute and cannot be waived as provided  for
herein),  and  in addition, Lessor 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 the remainder of the
original  Term or any exercised 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 renewal rights  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 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 uncured 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 uncured breach, including:  The  cost
of  recovering  and  reletting  the Leased  Premises;  reasonable
attorney's fees; and, the present value (discounted at a rate  of
8%  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),
(the Lessee bearing the burden of proof to demonstrate the amount
of  rental  loss  for  the same period, that  through  reasonable
efforts  to  mitigate damages, could have been avoided)  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,     walk-in
refrigerators/coolers,   walk-in   freezers,   air   conditioning
systems,  and the equipment owned by Lessor and leased to  Lessee
hereunder as specifically set forth on Exhibit B attached hereto,
if  any,  and  incorporated  herein by  reference  shall  be  the
property  of  Lessor.   All other trade fixtures  and  all  other
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.
Lessee  agrees  that  Lessor shall have a lien  on  all  Lessee's
equipment, furniture, trade fixtures, furnishings, and  signs  as
security  for the performance of and compliance with this  Lease,
subject  to  the  rights of any bona fide third party's  security
interest  in  such property.  Provided Lessee is not  in  default
hereunder,  Lessor will agree that its interest in  the  personal
property  of Lessee will be subordinated to financing  which  may
exist  or which Lessee may cause to exist in the future  on  that
same personal property.

      (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) business days prior  to  any  proposed
removal,  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 21.  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 forty-five (45) days from the date of
the  filing  of  said mechanic's or other lien  and  delivery  of
notice  thereof  to  Lessee.  Should  Lessee  fail  to  take  the
foregoing steps within said forty-five (45) day period (or in any
event,  prior  to the expiration of the time within which  Lessee
may  bond  over such lien to remove it as a lien upon the  Leased
Premises),  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 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 Leased 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.  The failure of Lessee to insist upon prompt  and  strict
performance  of  any of the terms, conditions or undertakings  of
this Lease, or to exercise any right herein conferred, in any one
or more instances, shall not be construed as a waiver of the same
or any other term, condition, undertaking, right or option.

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, so long as Lessee is not in default hereof beyond  any
applicable notice and cure periods, Lessee 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) business 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  ninety
(120)[changed to conform to the facts /s/DF] 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  audited, at the  Lessee's  expense,  by  a
nationally  recognized  independent certified  public  accounting
firm  reasonably acceptable to Lessor and shall  be  prepared  in
conformity with generally accepted accounting principles  (GAAP).
Lessee  shall  also provide Lessor with financial statements  for
the  Leased  Premises within 90 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 obligations of Lessee  under  this
Lease  or  substantially modify any of the business  elements  of
this Lease.

ARTICLE 28.  OPTION TO RENEW

      If  this Lease is not previously canceled or terminated and
so  long as Lessee is not in default hereof beyond any applicable
notice  and  cure periods, then Lessee shall have the  option  to
renew this Lease upon the same conditions and covenants contained
in  this Lease for Two (2) consecutive periods of Five (5)  years
each  (singularly "Renewal Term").  Rent during the Renewal  Term
shall  increase each Lease Year by One Percent (1%) of  the  Rent
payable for the preceding Lease Year.

     If exercised by Lessee, the first Renewal Term will commence
on  the  day  following the date the original  Term  expires  and
successive Renewal Terms, if exercised by Lessee, shall  commence
on  the  day following the last day of the then expiring  Renewal
Term.   Except as otherwise provided in Article 15 hereof, Lessee
must give ninety (90) 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 written notices shall be given to Lessor or Lessee
by  certified  mail  or  nationally  recognized  overnight  mail.
Notices  to  either party shall be addressed to  the  person  and
address  given on the first page hereof.  Lessor and Lessee  may,
from time to time, change these addresses by notifying each other
of  this change in writing.  Notices of overdue Rent may be  sent
to  Lessee by regular, special delivery, or nationally recognized
overnight mail.

      (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.

     (C)  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 Leased
Premises  herein leased after the expiration of  this  Lease  and
without the execution of a new lease and without Lessor's written
permission,  Lessee shall be deemed to be occupying  said  Leased
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 One Hundred  Fifty
percent  (150%) 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, or a third  non-monetary
default  in  any  given twelve month period shall remain  uncured
after  the expiration of any applicable cure period, Lessor shall
have  the  right  to charge Lessee a late charge of  $250.00  per
month  for each month that any amount of Rent installment remains
unpaid  or non-monetary default shall go uncured after the  first
such  occurrence in any 12 month period.  Said late charge  shall
commence  after  such installment is due or non-monetary  default
goes  uncured after the expiration of any applicable cure  period
and  continue  until said installment, interest and  all  accrued
late  charges  are paid in full or such non-monetary  default  is
cured.

      (H)   Any  part of the Leased Premises may be  conveyed  by
Lessor  for private or public non-exclusive easement purposes  at
any time, provided Lessor obtains Lessee's prior written consent,
not  to be unreasonably withheld or delayed.   Such consent shall
not  be  deemed  to  be unreasonably withheld in  the  event  the
proposed   easement   shall  interfere  with   Lessee's   access,
visibility, or business operations.  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.
In  an  effort  to  enhance  Lessee's operations  in  the  Leased
Premises, Lessee may, from time to time, desire to allow a  third
party   to   encumber  the  Leased  Premises  with  an  easement,
restrictive  covenant  or  other  title  exception,  or  have  an
existing  restriction or other title exception modified.   Lessor
covenants  with Lessee that, upon written request by  Lessee  for
Lessor's  cooperation and/or action (e.g., execution of any  such
instrument)  in  connection  with  such  matters,  Lessor   shall
promptly  accommodate such request, so long as  such  request  is
reasonable and will not unduly adversely affect Lessor's  ability
to  lease,  sell or finance the Leased Premises.  In  such  event
Lessee  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.

     (I)  For the purpose of this Lease, the term "Rent" shall be
defined as Base Rent and Percentage 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,  to  the  extent  permitted  by  Lessee's
franchisor or licensor.

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.  In the event of a
breach by Lessor, Lessee shall be entitled to all remedies at law
or equity, to be cumulatively enforced.

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

      Lessee  covenants, represents and warrants to  Lessor,  its
successors and assigns, (i) that it has not used or permitted and
will  not  use  or  permit  the Leased Premises  to  be  used  in
violation  of  any  federal, state or  municipal  law,  decision,
statute, rule, ordinance or regulation currently in existence  or
hereafter  enacted  or  rendered, and then  only  to  the  extent
necessary  to  the  operation  of  the  Leased  Premises   as   a
restaurant,  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 the lesser of 15% or the  highest
rate of interest allowed by law and shall become immediately  due
and  payable  in  full on demand of Lessor,  its  successors  and
assigns.

Notwithstanding any other provision of this Lease,  Lessor  shall
and  hereby  does  agree to indemnify, protect, defend  and  hold
harmless   Lessee,   and   its  partners,  directors,   officers,
employees, shareholders, agents, contractors, and each  of  their
respective successors and assigns, from and against any  and  all
costs,  claims,  judgments,  damages,  penalties,  fines,  taxes,
costs,  liabilities,  losses and expenses  arising  at  any  time
during  or  after  the term of this Lease as a result  of  or  in
connection  with (a) the presence of any Hazardous  Materials  on
the  Leased  Premises as the direct result of Lessor's activities
on or in the Leased Premises; (b) any contamination by Lessor, or
by  its  employees,  agents, invitees,  customers,  licensees  or
contractors, of the Leased Premises, or the groundwaters thereof,
and  occasioned by the use, transportation, storage, spillage  or
discharge thereon, therein or therefrom of any toxic or hazardous
chemicals, compounds, materials or substances, by Lessor,  or  by
its   employees,  agents,  invitees,  customers,   licensees   or
contractors; or (c) any discharge of toxic or hazardous sewage or
waste materials from the Leased Premises into any septic facility
or  sanitary sewer system serving the Leased Premises, by  Lessor
or  by  its employees, agents, invitees, customers, licensees  or
contractors.

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 (if
the  insurance is to be purchased by Lessor) ("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  at  Lessee's  option,  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

     Notwithstanding anything contained herein to the contrary 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.  DEVELOPMENT FINANCING AGREEMENT

      The parties hereto hereby acknowledge that the terms hereof
are  subject to and shall in the event of conflicts be controlled
by  that  certain Development Financing Agreement  of  even  date
herewith  (the  "Development Financing  Agreement"),  until  such
Agreement is terminated in accordance with its terms.

ARTICLE 35.   RIGHT TO PURCHASE

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

     (A)  DURATION OF RIGHT OF FIRST REFUSAL.  The Right of First
Refusal  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 RIGHT OF FIRST REFUSAL.  If Lessor
("Selling Lessor") shall desire to sell all or any portion of its
interest  in  the Leased Premises (subject to the terms  of  this
Lease),  Selling  Lessor  shall give  Lessee  written  notice  of
Selling  Lessor's  intention to sell  Selling  Lessor's  interest
(partial   or  whole)  in  the  Leased  Premises.   Such   notice
("Lessor's Notice") shall give Selling Lessor's name and  address
and  state  a price at which Selling Lessor intends to  sell  and
will  sell a specified portion or all of its interest in the  fee
simple  to the Leased Premises.  If Lessee shall fail to exercise
its  Right  of  First Refusal as set forth herein, the  terms  of
Article  35(E)  shall  apply.   For  twenty  (20)  business  days
following the giving of such notice, Lessee shall have the option
to  purchase  such  portion of the fee interest  of  the  Selling
Lessor  as  set  forth in Lessor's Notice at the  price  in  cash
stated in the Lessor's Notice.  A written notice in substantially
the  following  form, addressed to Selling Lessor and  signed  by
Lessee  and  given, in accordance with the provisions of  Article
29(A) hereof, within the period for exercising the Right of First
Refusal,  submitted with a bank cashier's check  or  money  order
payable to the order of Selling Lessor in the amount of $5,000.00
(the  "Earnest Money") shall be an effective exercise of Lessee's
Right of First Refusal, to wit:

                             (date)

"We  hereby exercise the Right of First Refusal to purchase  such
portion  of the fee interest of the Selling Lessor (as set  forth
in  Lessor's Notice) in the property commonly known as  Razzoo's,
San  Antonio,  Texas,  pursuant to the  Right  of  First  Refusal
contained  in  that  certain  Net  Lease  Agreement  between   us
pertaining to said Leased Premises."

      (C)   TERMS  OF  SALE IF RIGHT OF FIRST REFUSAL  EXERCISED.
Upon  Lessee's  exercise  of  the  Right  of  First  Refusal   in
accordance  with  the  provisions  of  subparagraph  (B)  hereof,
Selling  Lessor  shall  be  obligated  to  sell  and  convey   by
recordable general warranty deed, good and indefeasible title  to
its  interest in the Leased Premises (or such portion thereof  as
set  forth  in  Lessor's  Notice) subject  only  to  the  matters
affecting  title which were of record at the time Selling  Lessor
came  into  title to the Leased Premises and those matters  which
Lessee  created, suffered or permitted to accrue during the  Term
hereof   (except   any  mortgages,  liens   or   other   monetary
encumbrances  created  by Lessor, which  in  all  events  Selling
Lessor  shall be required to have released of record), and Lessee
shall  be  obligated to purchase such Lessor's interest upon  the
following terms and conditions:


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

          (ii)  CLOSING.  Closing shall be sixty (60) days  after
          the  expiration of the twenty days within which  Lessee
          may  exercise  its Right of First Refusal,  unless  the
          parties  mutually agree otherwise.  The Purchase  Price
          less credit for the Earnest Money and any other credits
          to which Lessee is entitled hereunder shall be tendered
          in cash or other certified funds by Lessee at Closing.

          (iii)      EVIDENCE OF TITLE.  Not less than  ten  (10)
          days  after  Lessee  exercises  its  rights  hereunder,
          Selling  Lessor 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  Selling
          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 Selling Lessor vested with  good
          title  to  portion of the Leased Premises  being  sold,
          subject only to the matters affecting title which  were
          of record at the time Selling Lessor came into title to
          the  Leased  Premises  and those matters  which  Lessee
          created,  suffered  or permitted to accrue  during  the
          Term  hereof  (except  any mortgages,  liens  or  other
          monetary encumbrances created by Lessor, which  in  all
          events  Selling  Lessor  shall  be  required  to   have
          released  of record).  Such title commitment  shall  be
          conclusive  evidence of good title.   If  Lessee  shall
          make  objection to the marketability of title,  Selling
          Lessor   shall  have  no  obligation  to   make   title
          marketable, but in lieu thereof, may withdraw  Lessor's
          notice of intent to market the Leased Premises.

          (iv) PRORATIONS.  Selling 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.  A prorated portion
          of  the Rent prepaid by Lessee for the month of closing
          shall  be credited toward the Purchase Price and Lessee
          shall be given a credit for rent prepaid for any period
          after   the   month   in  which  the  Closing   occurs.
          Otherwise,  Lessee shall not receive a  credit  against
          the Purchase Price for Rent paid hereunder.

          (v)  ESCROW CLOSING.  At the election of Selling 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  Selling  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 35(C), Selling  Lessor
          shall  have the right to annul the provisions  of  this
          paragraph  35 by giving Lessee notice of such election,
          provided that Selling Lessor has first notified  Lessee
          of  such default and Lessee has failed to cure the same
          within  ten (10) days after such notice.  Upon  Selling
          Lessor's  notice  of annulment in accordance  herewith,
          the  Earnest  Money  shall be  forfeited  and  paid  to
          Selling  Lessor as liquidated damages, which  shall  be
          Selling Lessor's sole and exclusive remedy.  If Selling
          Lessor   defaults   under  the   provisions   of   this
          subparagraph  35(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 Selling 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 RIGHT OF FIRST REFUSAL ON LEASE.   If  the
Right  of First Refusal is exercised by Lessee and is exercisable
in  Lessor's Notice as to the entire fee simple, this Lease shall
continue  in  full force and effect until the Closing hereinabove
specified.  If the Right of First Refusal is exercised only as to
all  of  an  undivided portion of the fee simple  to  the  Leased
Premises, the Lease shall remain in full force and effect without
merger or termination of this Lease because of such purchase.  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  35  are  annulled  by  Selling  Lessor,  in
accordance with subparagraph 35(C)(vi), by reason of a default by
Lessee,  this Lease shall continue but without the provisions  of
this paragraph 35 being a part hereof.

     (E)  If Lessee fails to exercise its Right of First Refusal,
Selling  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  Right  of  First Refusal, provided that the  Selling  Lessor
giving such Lessor's Notice shall sell its interest (or a portion
thereof) for a price equal to or greater than the price  (or  the
pro-rata  portion  thereof if a portion of the  Selling  Lessor's
interest  in  the Leased Premises is sold) 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 successors and assigns.

ARTICLE 36. PARKING

     Lessee and its employees, customers and other invitees shall
have the exclusive use of all driveways and parking spaces within
the Leased Premises in accordance with all matters of public
record as of the Occupancy Date or subsequently approved in
writing by Lessee.

ARTICLE 37.  VISIBILITY AND ACCESS

     Lessor agrees that, except as set forth in the following
sentence, during the Term, it will not construct or consent to
the construction of any building, sign, tower or other structure
or improvement, or plant any tree or other growing plant, or make
any other change whatsoever in or on the Leased Premises, or add
or change any restrictions or other rights, encumbrances (other
than a mortgage and related loan documents in connection with
Lessor's financing of the Leased Premises, with all obligations
set forth in such mortgage and related loan documents being
Lessor's only and not being assumed or otherwise passed through
to Lessee) or appurtenances relating to the Leased Premises.  In
the event that Lessor violates the terms of this Article 37 and
fails to cure such violation within thirty (30) days (or such
longer period, not to exceed ninety [90] days, in the event such
violation cannot be cured within the aforementioned 30-day period
and Lessor commences such cure within the 30-day period and
thereafter diligently pursues the same to completion) after its
receipt of Lessee's written notice of such violation, in addition
to all other available rights and remedies at law or in equity,
including, without limitation, the right of Lessee to remove such
item(s) at Lessor's cost, Lessee, at its option, may terminate
this Lease upon written notice to the Lessor.

ARTICLE 38.  FORCE MAJEURE

     Lessor and Lessee shall be excused for the period of any
delay in performance of any obligations hereunder when prevented
from doing so by the wrongful or negligent acts or omissions of
the other party or by causes beyond either party's control, which
shall include all labor disputes, civil disturbance, war,
war-like operations, invasions, rebellion, hostilities, military
or usurped power, sabotage, governmental regulations or controls,
fires or other casualty, inability to obtain any material or
service or acts of God.  Notwithstanding the foregoing, nothing
contained in this Article 38 shall excuse either party from
paying in a timely fashion any payments due under the terms of
this Lease.

ARTICLE 39.  BROKERS

     Lessee and Lessor represent and warrant to each other that
such party has not had any dealings with any realtor, broker or
agent in connection with this Lease or the negotiation hereof,
and each party agrees to defend, indemnify and hold the other
party harmless from any cost, expense or liability, including
reasonable attorney's fees, for any breach of this
representation.

ARTICLE 40.  LESSOR'S SUBORDINATION

     Within thirty (30) days after request from Lessee, Lessor
shall execute a lien waiver required by Lessee's lender in
connection with the installation in the Leased Premises of
Lessee's personal property or trade fixtures pursuant to which
Lessor waives any rights (contractual, statutory or otherwise) it
may have with respect to such personal property or trade
fixtures.

ARTICLE 41. COUNTERPART EXECUTION

      This  Agreement  may be executed in multiple  counterparts,
each  of which shall be deemed an original and all of which shall
constitute one and the same instrument.

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


                         LESSEE: Razzoo's, Inc.


                         By:/s/ D Fricke
                         Its: Director of Finance & Accounting




STATE OF TEXAS)
                         )SS.
COUNTY OF DALLAS)

      The  foregoing instrument was acknowledged before  me  this
18th  day of April, 2000, by Dana Fricke and n/a, as Director  of
Finance  &  Acct'g and n/a , respectively, of Razzoo's,  Inc.  on
behalf of said corporation.


                              /s/ Dianne Slaight
                                  Notary Public

[notary seal]


                         LESSOR: AEIINCOME & GROWTH FUND 23 LLC


                         By:  AEI Fund Management XXI, Inc.
                         By:  /s/ Robert P Johnson

                                  Robert P. Johnson, President


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 14th
day  of  April, 2000, by Robert P. Johnson, the President of  AEI
Fund  Management  XXI,  Inc., a Minnesota corporation,  corporate
managing member of AEI Income & Growth Fund 23 LLC, on behalf  of
said limited company.

                              /s/ Barbara J Kochevar
                                  Notary Public

[notary seal]







                         Exhibita A


Lot  10,  Block  1,  New  City  Block (NCB)  17115,  Brookhollows
Subdivision, Unit-1, of the City of San Antonio, of Bexar County,
Texas.