DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as  of
this 18th day of April, 2000, by and between Kona Restaurant
Group,  Inc.  (hereinafter referred to as  "Lessee"),  whose
address is 3555 Ranch Road, 620 South, Austin, Texas  78731,
and  AEI  Private  Net Lease Fund 1998 Limited  Partnership,
whose  principal  business address is 1300  Minnesota  World
Trade  Center,  30 East Seventh Street, St. Paul,  Minnesota
55101 (hereinafter referred to as "Lessor") .


W I T N E S S E T H, that:

     WHEREAS, Lessee is contemplating building the following
Improvements  on  the  premises  described  in  Exhibit  "A"
attached hereto :

      Construction of a building and improvements to be used
as a Johnny Carino's Country Italian Restaurant.

      WHEREAS,  Lessee has made application  to  Lessor  for
development  financing to defray the costs  of  constructing
such Improvements;

      WHEREAS,  Lessor's Assignor has issued to  Lessee  its
Development  Financing  and Leasing  Commitment  to  advance
funds  in  the  amount  hereinafter  specified,  subject  to
compliance with the terms and conditions of this Development
Financing  Agreement  and  the  Net  Lease  Agreement   (the
"Lease") of even date herewith;

      NOW, THEREFORE, in consideration of entering into  the
Lease and other good and valuable consideration, the receipt
of  which is hereby acknowledged by the parties hereto,  the
parties hereto agree as follows:

                           ARTICLE I
                          DEFINITIONS

      For  purposes  of this Agreement, the following  terms
shall have the following meanings:

      1.   "Application" shall mean Lessee's application  to
the  Lessor  for  the Development Financing  the  terms  and
conditions of which are incorporated herein by reference.

      2.   "Architect's  Contract"  shall  mean  Lessee's
contract with the Project Architect.

      3.   "Commitment" shall mean Lessor's  Commitment  to
Lessee  agreeing to provide the Development Financing.  (The
"Development Financing and Leasing Commitment" dated of even
date herewith.)

      4.   "Completion Date" shall mean midnight, September
30, 2000, subject to Force Majeure, as defined herein.

      5.   "Construction Costs" shall mean actual  incurred
land  costs,  all costs paid to construct and  complete  the
Improvements, as categorized and estimated as  specified  on
Exhibit "B" attached hereto and made a part hereof.

      6.   "Construction Contracts" shall mean the contracts
between Lessee and Contractors for the furnishing of  labor,
services  or materials to the Leased Premises in  connection
with the construction of the Improvements.

      7.    "Contractors"  shall mean those  firms  directly
engaged by Lessee to construct the Improvements, whether one
or more.

      8.    "Contract  Documents"  shall  mean  the  Project
Architect's  Contract,  Plans  and  Specifications  and  the
contract with the Contractor.

     9.   "Development Financing" shall mean the funds to be
made available  pursuant to the Commitment and not to exceed
the  lesser  of the Construction Costs or the  maximum  loan
amount  of  Two  Million One Hundred  Thirty  Five  Thousand
Dollars ($2,135,000) as specified in the Commitment.

     10.  "Development Financing and Carrying Charges" shall
mean  all  fees,  taxes  and  charges  incurred  under   the
Development  Financing  and  in  the  construction  of   the
Improvements  including, but not limited to,  non-refundable
commitment  fees; interest charges, service  and  inspection
fees,  attorney's  fees, title insurance fees  and  charges,
recording fees and insurance premiums.

      11.  "Development Financing Documents" shall mean this
Agreement,   the   Lease,  Assignment  of   Architects   and
Construction Contracts, Guarantees, and such other documents
given   to  the  Lessor  as  security  for  the  Development
Financing.

      12.   "LTIC-CDD"  shall mean Lawyers  Title  Insurance
Corporation,   Construction  Disbursement  Department,   the
nationally  recognized title insurer, to be  LTIC-CDD  under
the Development Financing Disbursement Agreement executed by
and between the parties of even date herewith.

      13.  "Final Disbursement Date" shall mean the date  of
the final disbursement of the Development Financing provided
hereunder.

     14.  "Improvements" shall mean the structures and other
improvements  to  be constructed on the Leased  Premises  in
accordance with the Plans and Specifications.

      15.   "Initial Disbursed Funds" shall mean those funds
disbursed  on  the  Closing Date for  land  acquisition  and
related  soft costs upon Lessor's acquisition of the  Leased
Premises.

      16.   "Inspecting Architect" shall mean the architect,
if  any,  hired  by  Lessor to perform  inspections  of  the
premises.   An Inspecting Architect may only be  engaged  by
Lessor in the event of a default relating to construction of
the Improvements under the Development Financing Documents.

      17.   "Leased  Premises" shall mean the real  property
described  in  the Exhibit "A" attached to  this  Agreement,
together  with  all  Improvements,  equipment  and  fixtures
thereon.

      18.  "Lessee Equity" shall mean the final Construction
Costs less the amount of the Development Financing.

      19.   "Plans and Specifications" shall mean the  plans
and  specifications  prepared by the Project  Architect  who
shall be licensed in the jurisdiction of the Leased Premises
and selected by Lessee.

      20.   "Project"  shall mean the  construction  of  the
Improvements on the Leased Premises.

      21.   "Project  Architect" shall  mean  the  architect
retained  by Lessee to design and supervise construction  of
the Improvements.

      22.  "Rental Modification Date" shall mean a date  one
hundred and fifty days (150) from the date hereof.

       23.    "Sub-Contractors"  shall  mean  those  persons
furnishing  labor or materials for the Project  pursuant  to
the Sub-Contracts.

      24.   "Sub-Contracts" shall mean the contracts between
the  Contractor  and its materialmen and  mechanics  in  the
furnishing of labor or materials for the Project.

       25.   "Title"  shall  mean  Lawyers  Title  Insurance
Corporation issuing the Lessor's fee owner's title insurance
policy.




                              ARTICLE II
                      THE DEVELOPMENT FINANCING

      Subject  to  compliance with the  provisions  of  this
Agreement,  Lessor agrees to advance to Lessee,  and  Lessee
agrees  to  request from Lessor, the Development  Financing.
The  Development Financing shall be advanced  in  stages  by
Lessor to LTIC-CDD and disbursed by LTIC-CDD pursuant to the
provisions   of   Article  VIII  hereof.   The   Development
Financing,   or  so  much  thereof  as  has  been   advanced
hereunder,  shall  bear interest at the rate  and  shall  be
repaid  in  accordance with the terms hereof and the  Lease.
The  proceeds  of the Development Financing  shall  be  used
exclusively for the purposes of defraying Construction Costs
and Development Financing and Carrying Charges.

                           ARTICLE III

                               N/A

                            ARTICLE IV
                   CONSTRUCTION OF IMPROVEMENTS

       Lessee  agrees  to  commence  construction   of   the
Improvements within thirty (30) days from the date  of  this
Agreement.   After  commencement  of  construction  of   any
Improvements,  Lessee  agrees  to  diligently  pursue   said
construction to completion, and to supply such moneys and to
perform  such  duties as may be necessary  to  complete  the
construction of said Improvements pursuant to the Plans  and
Specifications  and in full compliance with  all  terms  and
conditions  of this Agreement and the Development  Financing
Documents, all of which shall be accomplished on  or  before
the  Completion Date, subject to Force Majeure  and  without
liens, claims or assessments (actual or contingent) asserted
against the Leased Premises for any material, labor or other
items furnished in connection therewith, subject to Lessee's
right to contest such liens, claims, or assessments provided
the  same  are  removed as a lien upon the  Leased  Premises
prior  to  foreclosure  of  such  lien,  and  all  in   full
compliance with all construction, use, building, zoning  and
other  similar  requirements of any  pertinent  governmental
jurisdiction.  Lessee will provide to Lessor, upon  request,
evidence  of  satisfactory compliance  with  all  the  above
requirements.

                            ARTICLE V
           REPRESENTATIONS AND WARRANTIES OF THE LESSEE

Lessee  hereby represents and warrants to the Lessor,  which
representations  and  warranties  shall  be  deemed  to   be
restated by Lessee each time Lessor makes an advance of  the
Development Financing, that:

1.    VALIDITY  OF  DEVELOPMENT FINANCING  DOCUMENTS  -  The
Development  Financing Documents are in all respects  legal,
valid and binding according to their terms.

2.    NO PRIOR LIEN ON FIXTURES - No mortgage, bill of sale,
security  agreement,  financing statement,  or  other  title
retention  agreement  (except those  executed  in  favor  of
Lessor) has been, or will be, executed with respect  to  any
fixture  (except Lessee's trade fixtures not  financed  with
this  Development  Financing) used in conjunction  with  the
construction, operation or maintenance of the improvements.

3.   CONFLICTING TRANSACTION OF LESSEE - The consummation of
the transactions hereby contemplated and the performance  of
the  obligations  of  Lessee under  and  by  virtue  of  the
Development  Financing  Documents will  not  result  in  any
breach  of,  or  constitute a default under,  any  mortgage,
lease, bank loan or credit agreement, corporate charter, by-
laws,  partnership agreement, or other instrument  to  which
Lessee  is  a party or by which it may be bound or affected,
the breach of which would materially affect Lessee's ability
to perform its obligations hereunder.

4.    PENDING  LITIGATION - There are no actions,  suits  or
proceedings   pending,  or  to  the  knowledge   of   Lessee
threatened, against or affecting it or the Leased  Premises,
or  involving the validity or enforceability of any  of  the
Development  Financing Documents, at law or  in  equity,  or
before  or  by  any governmental authority, except  actions,
suits and proceedings that are fully covered by insurance or
which,  if  adversely  determined  would  not  substantially
impair  the ability of Lessee to perform each and every  one
of  its  obligations under and by virtue of the  Development
Financing Documents; and to the Lessee's knowledge it is not
in  default  with  respect to any order,  writ,  injunction,
decree or demand of any court or any governmental authority.

5.     VIOLATIONS   OF  GOVERNMENTAL  LAW,   ORDINANCES   OR
REGULATIONS  -  To the best knowledge of Lessee,  there  are
no  violations  or notices of violations of any  federal  or
state law or municipal ordinance or order or requirement  of
the  State in which the Leased Premises are located  or  any
municipal department or other governmental authority  having
jurisdiction affecting the Leased Premises, which violations
in  any  way  have a material adverse affect on  the  Leased
Premises  and  which  remain uncured after  notice  by  such
governmental authority or department (if notice is required)
and  the expiration of the time within which Lessee may cure
such  violation,  or  if  no time limitation  is  specified,
within a reasonable time after notice to cure such violation


6.   COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS - To
the  best  knowledge of Lessee, the Plans and Specifications
and  construction pursuant thereto and the use of the Leased
Premises  contemplated thereby comply and will  comply  with
all   present   governmental  laws   and   regulations   and
requirements, zoning ordinances, standards, and  regulations
of  all governmental bodies exercising jurisdiction over the
Leased  Premises.   Lessee agrees  to  provide  the  Project
Architect's  certification  to  such  effect  prior  to  the
funding  of  the  first disbursement under  the  Development
Financing.

7.    LESSEE'S  STATUS AND AUTHORITY - If the  Lessee  be  a
corporation,   limited  liability  company,   trust   or   a
partnership, Lessee warrants and represents that (i)  it  is
duly organized, existing and in good standing under the laws
of the state in which it is incorporated or created; (ii) it
is  duly qualified to do business and is in good standing in
the state in which the Leased Premises are located; (iii) it
has  the corporate or other power, authority and legal right
to  carry on the business now being conducted by it  and  to
engage  in  the transactions contemplated by this  Agreement
and  the  Development  Financing  Documents;  and  (iv)  the
execution and delivery of this Agreement and the Development
Financing  Documents and the performance and  observance  of
the  provisions hereof and thereof have been (or future acts
will   be)   duly   authorized  by  all   necessary   trust,
partnership,  or corporate actions of Lessee.   Lessee  will
furnish such resolutions, affidavits and opinions of counsel
to such effect as Lessor may reasonably require.

8.    AVAILABILITY  OF  UTILITIES  -  All  utility  services
necessary for the construction of the Improvements  will  be
available prior to the commencement of construction, and all
utility services necessary for the proper operation  of  the
Improvements  for their intended purposes are  available  at
the  Leased  Premises  or will be available  at  the  Leased
Premises   prior   to  the  Final  Disbursement   Date,   at
commercially  comparable utility rates and  hook-up  charges
for the vicinity, including water supply, storm and sanitary
sewer facilities, gas, electricity and telephone facilities.
Lessee  shall  furnish  evidence  of  such  availability  of
utilities from time to time at Lessor's request.

9.    BUILDING  PERMITS - All building permits required  for
the construction of the Improvements will have been obtained
prior  to  the  commencement  of  the  construction  of  the
Improvements and copies of same will be delivered to Lessor.

10.   CONDITION OF LEASED PREMISES - The Leased Premises are
not  now  damaged  or  injured as  a  result  of  any  fire,
explosion,  accident, flood or other casualty,  nor  to  the
best of Lessee's knowledge, subject to any action in eminent
domain.

11.   APPROVAL  OF PLANS AND SPECIFICATIONS -  To  the  best
knowledge of Lessee in reliance upon the Project Architect's
certification  to such effect, the Plans and  Specifications
conform  to  the  requirements and  conditions  set  out  by
applicable law or any effective restrictive covenant, to all
governmental  authorities which exercise  jurisdiction  over
the  Leased  Premises or the construction  thereon,  and  no
construction  will  be commenced upon  the  Leased  Premises
until said Plans and Specifications shall have been approved
by  Lessor, which consent shall not be unreasonably withheld
or  delayed  and  shall  be given  or  withheld  within  ten
business  days after written request therefor.   Subject  to
Article VI, paragraph 14, no material changes are to be made
in the Plans and Specifications as approved without Lessor's
prior  consent,  which  consent shall  not  be  unreasonably
withheld  or  delayed and shall be given or withheld  within
ten  business  days after written request therefor;  except,
after   prior   written  notice  to  Lessor,  provided   the
Development Financing shall remain in balance as  set  forth
in  Article VII, paragraph 3 herein, Lessor shall consent to
reallocation  among  line items or use of  the  Construction
Contingency  in  the aggregate of not more than  the  amount
budgeted   as  set  forth  on  Exhibit  B  for  Construction
Contingency, unless Lessee shall deposit Lessee Equity  with
LTIC-CDD  in  the  amount of such excess over  the  budgeted
amount.

12.   CONSTRUCTION  CONTRACTS  -  Lessee  has  entered  into
contracts  with  the Contractors or separate contracts  with
materialmen  and laborers providing for the construction  of
the  Improvements.   Lessee will cause  the  Contractors  to
promptly  furnish Lessor with the complete list of all  Sub-
contractors  or  entities as and when under contract,  which
Contractors  propose  to  engage  to  furnish  labor  and/or
materials  in  constructing  the  Improvements  (such   list
containing  the names, addresses, and amounts of  such  sub-
contracts  as written in excess individually of $5,000,  and
prior to disbursement of funds to or for the benefit of such
Subcontractors, affidavits of authorized signatory and other
documents  commercially  reasonably  required  by  Title  to
insure  that the Leased Premises remain lien free) and  will
from  time to time furnish Lessor or Title with true  copies
of  all Contracts entered into by Lessee and with the  terms
of  all  verbal  agreements therefor,  if  any,  and  as  to
subcontractors,  letters  signed  by  sub-contractors  whose
contracts are in excess of $5,000 setting forth the  present
amount  of  their contract and the amounts remaining  to  be
paid  under  that contract, if the same information  is  not
stated  on  a  lien  waiver reflecting  the  most  currently
requested payment to such subcontractor.

13.   BROKERAGE  COMMISSIONS - No brokerage commissions  are
due  in  connection with the transaction contemplated hereby
or  if there are commissions due or payable the same will be
paid by Lessee.  Lessee agrees to and shall indemnify Lessor
from  any  liability, claims or losses arising by reason  of
any   such  brokerage  commissions.   This  provision  shall
survive the repayment of the Development Financing and shall
continue in full force and effect so long as the possibility
of such liability, claims or losses exists.

14.   NO  PRIOR WORK - Except as may have been permitted  by
Lessor,  no work or construction has been commenced or  will
be  commenced  by  or  on behalf of  Lessee  on  the  Leased
Premises,  nor  has  Lessee entered into  any  contracts  or
agreements for such work or construction which could  result
in  the imposition of a mechanic's or materialmen's lien  on
the  Leased  Premises or the Improvements  prior  to  or  on
parity with the interest of Lessor.

15.    ENVIRONMENTAL  IMPACT  STATEMENT   -   All   required
environmental   impact  statements  as   required   by   any
governmental authority having jurisdiction over  the  Leased
Premises  or the construction of the Improvements have  been
duly filed and approved.

16.   ACCESS  -  The  Leased Premises front  on  a  publicly
maintained road or street or have access to such a  road  or
street  under  an  easement or private  way,  which  is  not
subject to a reversion in favor of any party.

17.    FINANCIAL  INFORMATION  -  Any  financial  statements
heretofore  delivered  to  Lessor are  materially  true  and
correct  in  all respects, have been prepared in  accordance
with  generally  accepted accounting  practice,  and  fairly
present  the respective financial conditions of the  subject
thereof as of the respective dates thereof and no materially
adverse  change  has  occurred in the  financial  conditions
reflected therein since the respective dates thereof.


                           ARTICLE VI
                       COVENANTS OF LESSEE

Lessee hereby covenants and agrees with Lessor as follows:

1.    SURVEYS  -  Prior  to  execution  of  any  Development
Financing Documents and prior to the initial request  for  a
Disbursement (as defined in Article VIII hereof), Lessee has
furnished to Lessor three copies of a current perimeter land
survey,  in  form  and  substance  satisfactory  to  Lessor,
certified  to  Lessor, giving a description  of  the  Leased
Premises  and  showing all encroachments onto  or  from  the
Leased   Premises,  currently  certified  by  a   registered
surveyor and bearing his registry number and showing  access
rights,  easements, or utilities, rights of way, all setback
requirements upon the Leased Premises, improvements, matters
affecting   title  and  such  other  items  as  Lessor   may
reasonably request.

2.    TITLE  INSURANCE  - Prior to the initial  request  for
Disbursement  the Lessee has furnished Lessor with  an  ALTA
(most  recent  form owner's) policy of title insurance,  and
prior  to any subsequent request for Disbursement such  ALTA
policy of title insurance shall be brought down to the  date
of  Disbursement by endorsement, all in form  and  substance
satisfactory  to Lessor issued at the Lessee's  expense  and
written  by  Title  insuring  the  Leased  Premises  to   be
marketable,   free  from  exceptions  for   mechanic's   and
materialmen's  liens  and  free from  other  exceptions  not
previously  approved  by the Lessor, naming  Lessor  as  fee
owner  insured  to  the  extent of advances  made  hereunder
subject  only  to  such  exceptions  as  may  be  reasonably
approved by Lessor.

3.    RESTRICTIONS  ON CONVEYANCE OR SECONDARY  FINANCING  -
Lessee  will  not  transfer, sell, convey  or  encumber  the
Leased  Premises  or  subject the  Leased  Premises  to  any
secondary  financing in any way without the written  consent
of the Lessor, except as permitted in Article V, paragraph 2
relating to trade fixture financing sources or suppliers.

4.   INSURANCE - To obtain or cause Contractor to obtain and
maintain  such insurance or evidence of insurance as  Lessor
may  reasonably  require, including but not limited  to  the
following:

       (a)    BUILDER'S  RISK  INSURANCE  -  Builder's  Risk
Insurance written on the so-called "Builder's Risk-Completed
Value Basis" in an amount equal to the full replacement cost
of  the Improvements at the date of completion with coverage
available  on the so-called multiple peril form  of  policy,
including coverage against collapse and water damage, naming
Lessor as additional named insured, such insurance to be  in
such amounts and form and written by such companies as shall
be  reasonably approved by Lessor, and the originals of such
policies  (together  with appropriate  endorsement  thereto,
evidence   of  payment  of  premiums  thereon  and   written
agreements by the insurer or insurers therein to give Lessor
ten  (10)  days'  prior written notice of any  intention  to
cancel)   shall  be  promptly  delivered  to  Lessor,   said
insurance  coverage to be kept in full force and  effect  at
all  times  until  the  completion of  construction  of  the
Improvements.

      (b)   HAZARD  INSURANCE - Fire and  Extended  Coverage
Insurance, and such other hazard insurance as are called for
in  the  Lease in the amounts called for in the Lease naming
Lessor as an additional named insured.

      (c)  PUBLIC LIABILITY - Comprehensive public liability
insurance  (including operations of subcontractors)  as  set
forth in the Lease.

      (d)   WORKMEN'S COMPENSATION INSURANCE -  Evidence  of
compliance  with  the  required  coverage  under   statutory
workmen's compensation requirements.

5.    COLLECTION  OF INSURANCE PROCEEDS - To cooperate  with
Lessor in obtaining for Lessor the benefits of any insurance
or  other  proceeds lawfully or equitably payable to  it  in
accordance with the terms of the Lease.

6.    APPLICATION OF DEVELOPMENT FINANCING PROCEEDS - To use
the  proceeds  of the Development Financing solely  for  the
purpose of paying for Construction Costs and such incidental
costs  relative  to  the construction as may  be  reasonably
approved from time to time in writing by Lessor, and  in  no
event  to use any of the Development Financing proceeds  for
personal, corporate or other purposes.

7.    EXPENSES - To pay all costs of closing the Development
Financing  and all expenses of Lessor with respect  thereto,
including,  but  not  limited to,  legal  fees  by  Lessor's
counsel and all other reasonable attorney's fees (limited as
set  forth  in  the  Commitment), costs of title  insurance,
transfer taxes, license and permit fees, recording expenses,
surveys,   intangible  taxes,  appraisal  fees,   Inspecting
Architect fees, expenses of retaking possession upon default
by Lessee hereunder or other costs of enforcement (including
reasonable attorney's fees) and similar items.

8.   LAWS, ORDINANCES AND ETC. - To comply promptly with any
law, ordinance, order, rule or regulation of all authorities
exercising  jurisdiction over the  Leased  Premises  or  the
construction  thereon,  including  appropriate   supervising
boards  of  fire underwriters and similar agencies  and  the
requirements of any insurer issuing coverage on the Project.

9.    RIGHT OF LESSOR TO INSPECT LEASED PREMISES -  Upon  48
hours  notice, except in cases which Lessor reasonably deems
to  be  an emergency, in which event upon reasonable  notice
under  the  circumstances, to permit Lessor  and  Title  and
their  representatives and agents to enter upon  the  Leased
Premises  and to inspect the Improvements and all  materials
to  be  used  in  construction thereof and to cooperate  and
cause Contractor to cooperate with Lessor or Title and their
representatives and agents during such inspections, provided
that   such   is   accomplished  without  interrupting   the
construction process.  Provided, further, however, that this
provision shall not be deemed to impose upon Lessor or Title
any   duty  or  obligation  whatsoever  to  undertake   such
inspections,  to correct any defects in the Improvements  or
to notify any person with respect thereto.

10.  BOOKS AND RECORDS - To set up and maintain accurate and
complete  books,  accounts  and records  pertaining  to  the
Project   including  the  working  drawings  in   a   manner
reasonably  acceptable  to Lessor.  The  Lessor,  Title  and
Inspecting  Architect shall have the right at all reasonable
times  and upon reasonable prior notice to inspect,  examine
and  copy  all books and records of Lessee relating  to  the
Project,  and  to enter and have free access to  the  Leased
Premises  and  Improvements and to inspect  all  work  done,
labor  performed  and material furnished  in  or  about  the
Project,   provided   that  such  is  accomplished   without
interrupting the construction process.  Notwithstanding  the
foregoing,   Lessee   shall  be   responsible   for   making
inspections  as  to the Improvements during  the  course  of
construction  and  shall determine to its  own  satisfaction
that  the work done or materials supplied by the Contractors
and all Subcontractors has been properly supplied or done in
accordance with the applicable contracts.  Lessee will  hold
Lessor  and  Title harmless from and Lessor and Title  shall
have  no  liability or obligation of any kind to  Lessee  or
creditors  of  Lessee  in  connection  with  any  defective,
improper  or inadequate workmanship or materials brought  in
or  related  to the Improvements or the Leased Premises,  or
any mechanic's liens arising as a result of such workmanship
or  materials.  Upon Lessor's request, Lessee shall  replace
or  cause to be replaced any such work or material found  to
be   materially  deficient  by  the  Project  Architect   or
Independent  Architect.  Lessor shall cooperate with  Lessee
in  obtaining any rights under any applicable warranties  to
accomplish  such work.  Any inspections made  by  Inspecting
Architect,  Title  or  Lessor are for the  sole  benefit  of
Lessor and neither Lessee nor any creditor, tenant or vendee
of  Lessee  shall  be entitled to rely on  such  inspection.
Lessee  shall  obtain for Lessor coincident rights  to  rely
upon any warranties obtain by Lessee from its Contractors or
subcontractors.

11.   CORRECTION  OF  DEFECTS  -  To  promptly  correct  any
structural  defects  in  the Improvements  or  any  material
departure  from the Plans and Specifications not  previously
approved   by   Lessor.   The  advance  of  any  Development
Financing proceeds shall not constitute a waiver of Lessor's
right to require compliance with this covenant.

12.   SIGN REGARDING DEVELOPMENT FINANCING - To allow Lessor
to  erect  and  maintain at a suitable site  on  the  Leased
Premises,  at  a  location to be chosen  by  Lessee  in  its
reasonable  discretion, a sign indicating  that  Development
Financing  is  being  provided  by  Lessor,  to  the  extent
permitted   by  law  or  private  covenant,  condition,   or
agreement affecting the Project.

13.   ADDITIONAL  DOCUMENTS  -  To  furnish  to  Lessor  all
instruments,   documents,  initial   surveys,   footing   or
foundation  surveys, if conducted, certificates,  plans  and
specifications, appraisals, financial statements, title  and
other  insurance reports and agreements and each  and  every
other  document and instrument required to be  furnished  by
the  terms  hereof, all at Lessee's expense; to  assign  and
deliver  to  Lessor such documents, instruments, assignments
and  other writings, and to do such other acts necessary  or
desirable  to  preserve and protect the Leased Premises,  as
Lessor  may  require;  and to do and execute  all  and  such
further   lawful   and  reasonable  acts,  conveyances   and
assurances for the carrying out of the intents and  purposes
of  this Agreement, the Lease, or the Commitment, as  Lessor
shall reasonably require from time to time.

14.   ARCHITECTS AND CONSTRUCTION CONTRACTS - To  commit  no
default  nor knowingly permit a default under the  terms  of
the  Architects or Construction Contracts; To waive none nor
knowingly permit a waiver of the obligations of the  parties
thereunder;  To do no act which would relieve  such  parties
from their obligations thereunder; To make no amendments  to
such contracts, without the prior written consent of Lessor;
To  enter  into  no  change orders or extras  that  cause  a
reallocation  among  budgeted line items,  or  that  in  the
aggregate  or singularly result in a net increase in  excess
of  10%  of  the  original contract amount without  Lessor's
prior   written  consent,  which  consent   shall   not   be
unreasonably withheld or delayed; provided, however,  Lessor
shall  be  given  written notice and copies  of  all  change
orders;  provided, further, however, with written notice  to
Lessor prior to any request for funds subsequent to any such
change order or reallocation, the Lessee shall be allowed to
enter into any change order or extra which is accounted  for
by use of any reallocation among line items or any remaining
budgeted  Contingency line item, or if  the  same  has  been
exhausted, Lessee shall be allowed increases in the original
contract amount without Lessor's consent if Lessee has, upon
the  execution of said change order, deposited  with  Lessor
the  amount by which such change order increases  the  total
Construction Cost; To allow all such contracts to be subject
to  the  approval of Lessor for its loan purposes; To  allow
Lessor  to take advantage of all the rights and benefits  of
the  contracts  upon any default by Lessee;  and  to  submit
evidence  to  Lessor  that  both  the  Architect   and   the
Contractors will permit Lessor to acquire Lessee's  interest
under  their respective contracts and the Contract Documents
without  additional charge or fee should an event of default
occur   hereunder,  which  default  is  not   cured   within
applicable notice and cure periods.

15.   ENFORCE PERFORMANCE OF SUB-CONTRACTS - To enforce,  or
cause  to  be enforced, the prompt performance of  the  Sub-
Contracts in accordance with their terms and not to  approve
any  changes in the same that in the aggregate or singularly
result  in  a net increase in excess of 10% of the  original
General Contractor's contract amount without Lessor's  prior
written  consent,  which consent shall not  be  unreasonably
withheld  or delayed, provided Lessee's right to enter  into
any  such change order shall be on the same terms set  forth
in Section 14 above.

16.   COMPLIANCE WITH RULES - To comply with, and to require
the  Contractors  to  comply with, all  rules,  regulations,
ordinances  and laws bearing on the conduct of the  work  on
the  Improvements, including the requirements of any insurer
issuing coverage on the Project and the requirements of  any
applicable supervising boards of fire underwriters.

17.   OPINIONS  OF  COUNSEL - To furnish  such  opinions  of
counsel  as  may be reasonably requested of  the  Lessee  in
connection with the matters contemplated by this Agreement.

18.   SOIL TESTS - To provide the Lessor with a soil  report
prepared  by  an acceptable engineer certifying  as  to  the
status  of  the soil conditions on the Leased Premises,  the
need or lack of need for special pilings and foundations and
that  either any pilings and foundation necessary to support
the  Improvements have been placed in a manner and  quantity
sufficient to provide the required support or that  no  such
pilings  and  foundations are necessary for the support  and
construction of the Improvements.

19.   MARKETABLE TITLE - To execute and deliver or cause  to
be  executed  and  delivered  such  instruments  as  may  be
required  by the Lessor and Title to provide Lessor  with  a
marketable, valid title to the Leased Premises subject  only
to such exceptions to title as may be reasonably approved by
Lessor.

20.    VIOLATIONS   OF  GOVERNMENTAL  LAW,   ORDINANCES   OR
REGULATIONS  - Lessee will permit no violations  nor  commit
the same, of any federal or state law or municipal ordinance
or  order  or requirement of the State in which  the  Leased
Premises  are located or any municipal department  or  other
governmental  authority  having jurisdiction  affecting  the
Leased Premises, which violations in any way have a material
adverse  affect  on  the Leased Premises  and  which  remain
uncured  after  notice  by  such governmental  authority  or
department (if notice is required) and the expiration of the
time  within which Lessee may cure such violation, or if  no
time limitation is specified, within a reasonable time after
notice to cure such violation .

21.   COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR  LAWS  -
The  Plans  and  Specifications  and  construction  pursuant
thereto  and  the  use  of the Leased Premises  contemplated
thereby   will  comply  with  all  governmental   laws   and
regulations and requirements, zoning ordinances,  standards,
and   regulations  of  all  governmental  bodies  exercising
jurisdiction    over   the   Leased   Premises,    including
environmental  protection and equal employment  regulations,
and  appropriate supervising boards of fire underwriters and
similar agencies.

22.   APPROVAL OF PLANS AND SPECIFICATIONS - The  Plans  and
Specifications   will  conform  to  the   requirements   and
conditions  set  out  by applicable  law  or  any  effective
restrictive  covenant,  and to all governmental  authorities
which exercise jurisdiction over the Leased Premises or  the
construction thereon.

                           ARTICLE VII
              CONDITIONS PRECEDENT TO A DISBURSEMENT

It shall be a condition precedent to each Disbursement under
this Development Financing Agreement that:

1.    DEVELOPMENT  FINANCING  DOCUMENTS  -  The  Development
Financing  Documents  shall  have  been  duly  executed  and
delivered to Lessor and shall be in full force and effect.

2.    LESSEE  EQUITY - Lessee shall have  paid  all  of  the
Lessee  Equity  funds, if any, into the Project  before  the
first  Disbursement  (or  any  subsequent  Disbursement   if
additional  Lessee  Equity should be  required)  and  Lessee
shall   deliver   evidence   of  such   payment   reasonably
satisfactory to Lessor.

3.     DEVELOPMENT  FINANCING  BALANCE  -  As  of  the  date
immediately prior to any Disbursement, the total  amount  of
unadvanced  proceeds of the Development Financing  shall  be
sufficient, in the commercially reasonable opinion of Lessor
(the  opinion  of Lessor being based upon affidavit  of  the
General  Contractor, the Project Architect,  the  Inspecting
Architect,   or   other   reliable  licensed   third   party
contractor) to complete the Improvements free of liens.   To
the  extent  the  total of the unadvanced  proceeds  of  the
Development Financing shall be insufficient, at any time, in
Lessor's  reasonable opinion, (based upon the  affidavit  as
set  forth above)  to complete the Improvements, or be  less
than  the total Construction Costs not yet paid for  or  not
yet  incurred (including interest accruing for the remainder
of the term or extensions thereof, if any), the Lessee shall
immediately  deposit  with  the Lessor  or  with  Title,  as
additional  Lessee  Equity funds, an amount  equal  to  such
deficiency and such additional Lessee Equity funds shall  be
disbursed  by  LTIC-CDD  prior to the  Disbursement  of  any
further advance or advances under this Agreement.

4.   NO DEFAULT - No event of default, which remains uncured
after the expiration of applicable cure periods, shall exist
under this Agreement or the Development Financing Documents.

5.    REPRESENTATIONS  AND WARRANTIES - The  representations
and warranties in Article V hereof shall be true and correct
on and as of the date of each Disbursement.

6.    COVENANTS - Lessee shall have complied with all of the
covenants made by it in Article VI hereof.

7.    SWORN  CONSTRUCTION STATEMENT - Prior to  the  initial
disbursement  hereunder, the Lessee shall have submitted  to
Lessor  and  Title  a  Construction Cost  Statement  or  the
Construction  Contract  (if such  information  is  contained
therein)  sworn to by Lessee and Contractors reflecting  all
major  Sub-Contractors  or materialmen  who  shall  then  be
engaged  in furnishing labor, materials or supplies for  the
Improvements.   The list should show the name  of  each  and
every  Contractor,  Sub-Contractor and  materialman  (or  at
least  such  entities or individuals whose  contract  is  in
excess of $5,000), its address and an estimate of the dollar
value  of  the  work,  labor and materials  to  be  done  or
supplied  and a general statement of the nature of the  work
to  be  done or materials to be supplied by each Contractor.
Thereafter, if such list should change or new subcontractors
shall execute contracts not reflected on the above list, the
Lessee  shall  furnish  to  the  Lessor  any  amendments  or
additions to the original statement as so submitted.

8.   APPLICATION FOR PAYMENT - Lessor shall have received an
Application for Payment pursuant to Article VIII hereof.

9.    TITLE - Title shall issue its endorsement to the title
policy insuring the Lessor as fee owner under the policy  in
the  aggregate  amounts of all prior Disbursements  and  the
requested Disbursement.

10.   WORK  IN  PLACE - All work or materials  for  which  a
Disbursement is requested shall be in place and incorporated
into the Improvements.


                        ARTICLE VIII
 METHODS OF DISBURSEMENTS OF DEVELOPMENT FINANCING PROCEEDS

The   Development   Financing   shall   be   disbursed    (a
"Disbursement") as follows:

1.    PROCEDURE  - Not more often than monthly,  Lessee  may
submit  an  Application for Payment  in  the  form  attached
hereto  as  Exhibit  "C"  requesting  the  Disbursement   of
proceeds  under the Development Financing ( "Draw Request"),
which  request shall be submitted to Lessor and to  LTIC-CDD
at least five (5) business days prior to the date on which a
Disbursement is requested.  Provided the conditions of  this
Development  Financing  Agreement  are  met  on   the   date
requested for such advance, Lessor shall advance to LTIC-CDD
amounts   certified  to  be  currently  payable  by   Lessee
(excluding the retainage hereinafter specified) for the then
incurred  portion  of  Construction Costs  pursuant  to  the
Application for Payment.  All costs shall have been approved
in writing by the Project Architect, Lessee, Contractor, and
if  required  by  Lessor, by the Inspecting Architect.   All
interest accruing need not be disbursed to LTIC-CDD, but may
be  immediately and automatically credited by Lessor to  the
Development Financing account.  LTIC-CDD shall disburse  all
funds  advanced to it by Lessor in accordance with the terms
and  provisions  of  this Agreement and any  special  escrow
requirements  imposed  by LTIC-CDD as  a  condition  to  its
acting  as  the  disbursing agent hereunder.  The  disbursed
proceeds  of  the Development Financing shall bear  interest
from  and including the date of disbursement to LTIC-CDD  or
the date of credit by Lessor provided that in the event LTIC-
CDD  shall  fail  to disburse any advances within  five  (5)
business  days  after the date set for an advance,  LTIC-CDD
shall  return  said advance to Lessor and interest  on  such
advance  shall abate from and after the date of such return.
Any  amounts disbursed to LTIC-CDD and returned by  LTIC-CDD
to  the Lessor shall not be deemed to be advanced under  the
Development  Financing  Documents.   Each  Application   for
Payment  shall clearly set forth the amounts due  to  Lessee
and  to  each  Contractor out of the  requested  Development
Financing and shall be accompanied by the following:

      a.    A  Draw Request Certificate in the form attached
hereto  as  Exhibit "D" certifying that each  contractor  or
materialman  for which payment is requested in the  relevant
Application  for  Payment has satisfactorily  completed  the
work  or  furnished  the  materials  for  which  payment  is
requested  in accordance with the applicable contract;  that
all  work  for  which  an Application for  Payment  is  made
substantially  conforms to the Contract  Documents  and  any
approved changes, and is in place; and that sufficient funds
remain of the undisbursed Development Financing proceeds  to
complete the Project and that all funds previously disbursed
have  been  applied  as  per  the previous  Application  for
Payment.

      b.    Waivers  of  Mechanics' Liens and  Materialmen's
Liens executed by all Contractors for all work done and  all
materials  furnished to the Leased Premises and included  in
such current Application for Payment, or evidence reasonably
required  by  Title  to  insure over  the  same  by  special
specific  endorsement,  or  such  other  releases  of   lien
pursuant to bonding or otherwise to prevent such liens  from
attaching to the Leased Premises.

      c.    Waivers  of  Mechanics' Liens and  Materialmen's
Liens  executed  by  all  Sub-Contractors  and  workmen  and
materialmen for all work done and all materials furnished to
the   Leased   Premises  and  included  in  the  immediately
preceding  Application for Payment, or  evidence  reasonably
required  by  Title  to  insure over  the  same  by  special
specific  endorsement,  or  such  other  releases  or   lien
pursuant to bonding or otherwise to prevent such liens  from
attaching to the Leased Premises.

     d.   Such other supporting evidence, including invoices
and  receipts as may be requested by Lessor or  LTIC-CDD  to
substantiate all payments which are to be made  out  of  the
Disbursement  or to substantiate all payments then  made  in
respect to the Project.

2.    INTEREST  ADVANCE - If interest  has  accrued  on  the
Development Financing and is unpaid or fees are  payable  to
the  Lessor  hereunder,  Lessor shall  be,  and  hereby  is,
authorized  at  any  time  to advance  to  itself  from  the
proceeds  of the Development Financing the total  amount  of
such   accrued  interest  and  fees,  whether  or   not   an
Application for Payment has been submitted by the Lessee and
the same shall be deemed to be an advance of the proceeds of
the  Development Financing under this Agreement in the  same
manner  and  with the same effect as if advanced  under  the
provisions above.  It is understood Lessor may establish  an
automatic interest reserve whereby Lessor may withdraw  from
the  Development  Financing account on a regular  basis  the
accrued interest on the Development Financing and credit the
Development  Financing balance with the same.  Lessor  shall
give  Lessee  prompt written notice of any such  advance  or
withdrawal.

3.    ASSESSMENT AND TAX ADVANCE - As taxes and  assessments
become  due  on  the Leased Premises, Lessor shall  be,  and
hereby  is,  authorized to advance to  itself  automatically
from  the  proceeds of the Development Financing, the  total
amount  of such taxes and assessments and the same shall  be
deemed  to  be an advance of the proceeds of the Development
Financing under this Agreement in the same manner  and  with
the  same effect as if advances under the provisions  above,
if  not  previously  paid before due  pursuant  to  Lessee's
obligations  under  the  Lease.  Lessor  shall  give  Lessee
prompt written notice of any such advance or withdrawal.

4.    DISBURSE  UNDER DEVELOPMENT FINANCING DOCUMENT  -  All
sums  advanced  and disbursed hereunder shall  be  disbursed
under  and  shall  be  secured by the Development  Financing
Documents.

5.     PAYMENTS  TO  SUBCONTRACTORS  -  In  its   reasonable
discretion  LTIC-CDD  may  make  payments  directly  to  any
subcontractor or materialman.

6.    RETAINAGE - Each Disbursement shall be limited  to  an
amount equal to ninety percent (90%) of the value, inclusive
of  Contractor's profit and overhead, of the  materials  and
labor  furnished  to  the Leased Premises  and  the  balance
(herein  called the Retainage) shall be retained by  Lessor,
provided  that  thirty (30) days after  completion  by  each
subcontractor or materialman of his subcontract Lessor  will
disburse  to such party, or to the Contractor on  behalf  of
such  party the Retainage withheld from said party, provided
that  as  a  condition to such disbursement the  Lessee  and
Project Architect and the Inspecting Architect shall certify
to  Lessor the date that such party's subcontract  has  been
fully and satisfactorily completed and the subcontractor  or
materialmen  shall  have  supplied Title  with  satisfactory
final lien waivers, including final lien waivers for any  of
its  submaterialmen or sub- contractors. Contractor's profit
and  overhead (less ten percent of such amount  retained  as
retainage)  shall be disbursed at the time each disbursement
is  made  based upon and in proportion to the percentage  of
completion  of  the  Project, or amounts payable  under  the
Construction Contract for work actually performed, whichever
is   less,  as  certified  by  the  Project  Architect.  Any
Retainage due the Contractor for work performed or materials
furnished  by  the  Contractor  and  the  final  balance  of
Contractor's profit and overhead shall be disbursed  on  the
Final Disbursement Date pursuant to Article IX hereof.



                            ARTICLE IX
               FINAL DEVELOPMENT FINANCING BALANCE

Unless  and  until  Lessor and Lessee have  entered  into  a
mutually   satisfactory  escrow  holdback  and   undertaking
agreement  to,  inter  alia, complete the  Improvements  and
otherwise satisfy the requirements of this Article IX, at no
time  and  in no event shall Lessor be obligated to disburse
the  balance  of the proceeds of the Development  Financing,
including  any  Retainage until the date the following  have
been satisfied (the "Final Disbursement Date"):

1.    Lessor  shall  have  received reasonably  satisfactory
evidence  of  the  final completion of the  Improvements  in
substantial accordance with the Contract Documents  and  the
Certificate  of Final Completion from the Project  Architect
accepted by the Contractor and Lessee.

2.     Lessor  shall  have  received  satisfactory  as-built
surveys reflecting the final location of the Improvements as
fully  completed  on the Leased Premises in accordance  with
the  Contract  Documents, said survey to be  prepared  by  a
registered or licensed surveyor bearing his registry number,
certifying  to  Lessor as to the legal  description  of  the
Leased Premises and showing all Improvements located on  the
Leased  Premises and indicating the street  address  of  the
Improvements,  absence of any encroachments  on  the  Leased
Premises  or  from the Leased Premises onto  adjacent  land,
showing  all access points, and showing conformance  to  all
set  back requirements and delineating all utility easements
that  are specifically legally described, rights of way  and
other  matters affecting the Leased Premises, and certifying
as to the total acreage of the land, the exterior dimensions
of  the  Improvements, and the number of parking spaces,  if
any,  and  such  other  matters  as  Lessor  may  reasonably
request.

3.   Lessor shall have received a requisite affidavit of the
Lessee,  Contractor and Project Architect, and  approved  by
the Inspecting Architect certifying as to the final cost  of
the Improvements.

4.    Title  shall have been furnished with such final  lien
waivers  sufficient in the opinion of Title to dissolve  any
possible Mechanic's and Materialman's Liens affecting  title
to  the Leased Premises or Lessee shall have provided a bond
or  other  security  sufficient to remove  the  lien  as  an
encumbrance  upon  title to the Leased  Premises  and  Title
shall  have  issued  its endorsements to  the  title  policy
increasing  the insured coverage to the full amount  of  all
sums disbursed under this Development Financing Agreement.

5.    Lessor  shall have received evidence that all  of  the
terms,  provisions and conditions on the part of the  Lessee
to  be  performed  or caused to be performed  hereunder  and
under  the  Lease,  including but not limited  to  obtaining
insurance  in accordance with the Lease, have been fulfilled
to the satisfaction of Lessor.

6.    Lessor  shall  have  received a Final  Certificate  of
Occupancy  issued by the appropriate governmental  authority
covering  the Improvements and a Certificate of  Substantial
Completion  from the Project Architect indicating  that  the
Improvements  as  built comply with all building  codes  and
zoning  ordinances,  including  any  plat  requirements   or
requirements  of recorded operating covenants or  agreements
affecting the Leased Premises.

7.   All remaining uncompleted "punch list" items shall have
been satisfactorily completed.

8.   The requirements of all bonding companies, if any, with
respect to release of retainage shall have been met.

9.    An  amendment to the Lease shall be executed by Lessee
and Lessor setting forth the date the first Lease Year shall
end  and  the Rent for the balance of the first Lease  Year,
and  evidencing  the  satisfaction and termination  of  this
Agreement.


                            ARTICLE X
                        EVENTS OF DEFAULT

An  "event  of  default" shall be deemed  to  have  occurred
hereunder and under the Lease, if:

1.    DEFAULT  UNDER DEVELOPMENT FINANCING DOCUMENTS  -  Any
default  or  event of default occurs (which remains  uncured
after the expiration of any applicable cure period as may be
set  forth in any Development Financing Document) under  any
of  the  Development Financing Documents as defined therein;
or

2.    FAILURE  TO COMPLETE CONSTRUCTION - Lessee shall  fail
for any reason, except Lessor's wrongful refusal to fund the
Development  Financing  pursuant to  the  terms  hereof,  to
substantially complete the construction of the  Improvements
by the Completion Date; or

3.    BREACH  OF  AGREEMENT - Lessee breaches  or  fails  to
perform, observe or meet any covenant or condition  of  this
Agreement,  provided, however, with respect to  non-monetary
defaults  hereunder,  Lessee shall have  twenty  days  after
notice from Lessor to cure such non-monetary default, or  if
such default (but for the payment of monies) cannot be cured
within  twenty  days, such longer time as may be  reasonably
necessary to effect a cure if Lessee is diligently  pursuing
a course of conduct reasonably designed to cure the default;
and  with  respect to monetary defaults, Lessee  shall  have
five days after notice from Lessor to cure any such monetary
defaults; or

4.    BREACH OF WARRANTY - Any warranties made or agreed  to
be  made  in  any of the Development Financing Documents  or
this Agreement shall be breached by Lessee or shall prove to
be false or misleading in any material respect, and the same
shall not be cured or made to be true and correct within the
applicable  cure periods, which for those relating  to  this
Agreement, the cure periods shall be the same as  set  forth
in paragraph 3 above; or

5.    FILING OF LIENS AGAINST THE LEASED PREMISES - Any lien
for  labor,  material,  taxes or otherwise  shall  be  filed
against  the  Leased Premises and such  lien  shall  not  be
promptly paid, released, contested in an appropriate  forum,
or  bonded  over to Lessor's reasonable satisfaction  before
the lien shall materially adversely affect Lessor's interest
in the Premises; or

6.    LITIGATION  AGAINST LESSEE - Any suit shall  be  filed
against  Lessee, and is not resolved within  120  days  and,
which  if  adversely determined, could substantially  impair
the  ability of Lessee to perform each and every one of  its
obligations under and by virtue of the Development Financing
Documents; or

7.    LEVY  UPON THE LEASED PREMISES - A levy be made  under
any  process on the Leased Premises and such levy shall  not
be promptly bonded over prior to the execution of such levy;
or

8.    TRANSFER OF LEASED PREMISES - Lessee shall without the
prior written consent of Lessor, voluntarily or by operation
of  law, sell, transfer, convey or encumber all or any  part
of  its  interest in the Leased Premises or in  any  of  the
personalty located thereon, or used or intended to  be  used
in connection therewith; or

9.    ABANDONMENT - Lessee abandons the project or delays or
ceases work thereon for a period of fifteen consecutive (l5)
days,  or delays construction or suffers construction to  be
delayed for any period of time for any reason whatsoever  so
that  completion  of Improvements cannot be accomplished  in
the  judgment  of  Lessor on or before the Completion  Date,
subject to force majeure; or

10.   BANKRUPTCY - Lessee shall make an assignment  for  the
benefit  of  its  creditors or shall admit  in  writing  its
inability to pay its debts as they become due or shall  file
a  petition in bankruptcy or shall be adjudicated a bankrupt
or   insolvent  or  shall  file  a  petition   seeking   any
reorganization,   dissolution,   liquidation,   arrangement,
composition,  readjustment,  or  similar  relief  under  any
present or future bankruptcy or insolvency statute,  law  or
regulation,  or  shall file an answer admitting  to  or  not
contesting  the  material allegations of  a  petition  filed
against  it in any such proceedings, or shall not  have  the
same  dismissed  or  vacated, or shall seek  or  consent  or
acquiesce  in  the appointment of any trustee,  receiver  or
liquidator  of a material part of its properties,  or  shall
not   after   the   appointment  without  the   consent   or
acquiescence of it of a trustee, receiver, or liquidator  of
any  material  part  of its properties have  such  receiver,
liquidator or appointment vacated; or

11.   EXECUTION  LEVY  - Execution shall  have  been  levied
against  the Leased Premises or any lien creditors  commence
suit  to enforce a judgment lien against the Leased Premises
or such action or suit shall have been brought and shall not
be  immediately bonded over and shall continue unstayed  and
in effect for a period of more than 120 consecutive days; or

12.   ATTACHMENT  - Any part of the Lessor's  commitment  to
make the advances hereunder shall at any time be subject  or
liable to attachment or levy at the suit of any creditor  of
the  Lessee or at the suit of any subcontractor or  creditor
of  the  Contractor and shall remain unstayed prior  to  the
time Lessor shall be obligated to comply with the same.



                         ARTICLE XI
                     REMEDIES OF LESSOR

Lessee hereby agrees that the occurrence of any one or  more
of  the events of default set out in Article X hereof, shall
also  constitute  an  event of default  under  each  of  the
Development  Financing documents, thereby entitling  Lessor,
after  the expiration of any applicable cure period, at  its
option,  to proceed to exercise any or all of the  following
remedies:

1.    EXERCISE OF REMEDIES - To exercise any of the  various
remedies  provided  in  any  of  the  Development  Financing
Documents,  including the acceleration of the Put  described
in Article XIV hereof;

2.    CUMULATIVE RIGHTS - Cumulatively to exercise all other
rights, options and privileges provided by law;

3.    CEASE  MAKING  ADVANCES - To refrain from  making  any
advances  under this Agreement but Lessor may make  advances
after  the  happening  of  any such  event  without  thereby
waiving  the  right  to  refrain from making  other  further
advances  or to exercise any of the other rights Lessor  may
have.

4.    RIGHTS  TO  ENTER - To require Lessee  to  vacate  the
Leased  Premises  and permit Lessor (whether  prior  to  the
exercise  of  the  Put  or during any period  prior  to  the
closing of the sale pursuant to the Put);

      (a)   To enter into possession;

      (b)   To perform or cause to be performed any and  all
work  and  labor  necessary to complete the Improvements  in
accordance with the Plans and Specifications;

      (c)  To employ security watchmen to protect the Leased
Premises; and

      (d)   To  disburse  that portion  of  the  Development
Financing  Proceeds not previously disbursed (including  any
Retainage)   to  the  extent  necessary  to   complete   the
construction  of  the  Improvements in accordance  with  the
Contract  Documents and if the completion requires a  larger
sum   than   the  remaining  undisbursed  portion   of   the
Development  Financing, to disburse such  additional  funds,
all of which funds so disbursed by Lessor shall be deemed to
have  been  disbursed to Lessee.  For this  purpose,  Lessee
hereby consents  upon an uncured default by Lessee after the
expiration of any applicable notice and cure period, to  the
Lessor  taking  the following actions, or not,  in  Lessor's
reasonable discretion: to complete the construction  of  the
Improvements in the name of the Lessee, and hereby  empowers
Lessor to take all actions necessary in connection therewith
including  but  not  limited to using any  funds  of  Lessee
including  any balance which may be held in escrow  and  any
funds  which may remain unadvanced hereunder for the purpose
of  completing the said portion of the Improvements  in  the
manner  called for by the Contract Documents; to  make  such
additions  and  changes  and  corrections  in  the  Contract
Documents which shall be necessary or desirable to  complete
the  said  portion of the Improvements in substantially  the
manner  contemplated  by the Contract Documents;  to  employ
such  contractors, subcontractors, agents,  architects,  and
inspectors as shall be required for said purposes;  to  pay,
settle or compromise all existing or future bills and claims
which  are or may be liens against said Leased Premises,  or
may be necessary or desirable for the completion of the said
portion of the Improvements or the clearance of title to the
Leased   Premises;   to   execute   all   applications   and
certificates in the name of Lessee which may be required  by
any  construction contract and to do any and every act  with
respect  to  the  construction of the said  portion  of  the
Improvements  which Lessee may do in its own behalf.  Lessor
shall  also  have power to prosecute and defend all  actions
and  proceedings in connection with the construction of  the
said portion of the Improvements and to take such action and
require   such  performance  as  it  deems  necessary.    In
accordance  therewith, Lessee hereby assigns and  quitclaims
unto  Lessor  all  sums to be advanced  hereunder  including
Retainage.   Any funds so disbursed or fees  or  charges  so
incurred shall be included in any amount necessary  for  the
Lessee to pay pursuant to the Put.

      (e)   To discontinue making advances hereunder to  the
Lessee  and  to  terminate Lessor's obligations  under  this
Agreement.

5.    RIGHTS  NON  CUMULATIVE - No right or remedy  by  this
Agreement  or  by  any  Development  Financing  Document  or
instrument   delivered  by  the  Lessee   pursuant   hereto,
conferred  upon  or reserved to the Lessor shall  be  or  is
intended  to be exclusive of any other right or  remedy  and
each  and every right and remedy shall be cumulative and  in
addition  to  any  other right or remedy  now  or  hereafter
arising  at  a  law or in equity or by statute.   Except  as
Lessor  may hereafter otherwise agree in writing, no  waiver
by  Lessor or any breach by or default of Lessee of  any  of
its   obligations,  agreements,  or  covenants  under   this
Agreement  shall be deemed to be a waiver of any  subsequent
breach  of  the same or any other obligation,  agreement  or
covenant,  nor  shall any forbearance by Lessor  to  seek  a
remedy for such breach be deemed a waiver of its rights  and
remedies with respect to such a breach, nor shall Lessor  be
deemed  to have waived any of its rights and remedies unless
it  be  in  writing and executed with the same formality  as
this Agreement.

6.   EXPENSES - The Development Financing and this Agreement
and  the  performance  by  the Lessor  or  Lessee  of  their
obligations hereunder shall be without cost and  expense  to
the  Lessor,  all  of  which costs and expenses  the  Lessee
agrees  to  pay and hold Lessor harmless of and  payment  of
which   shall  be  secured  by  the  Development   Financing
Documents.   Specifically, Lessee agrees to  pay  all  title
charges,   surveyor's  fees,  appraisals,  loan   fees   and
attorney's   fees  and  costs  and  the  like  incurred   in
connection with this Agreement.



                           ARTICLE XII
               GENERAL CONDITIONS AND MISCELLANEOUS

The  following conditions shall be applicable throughout the
term of this Agreement:

1.    RIGHTS  OF  THIRD  PARTIES -  All  conditions  of  the
obligations of Lessor hereunder, including the obligation to
make  disbursements are imposed solely and  exclusively  for
the  benefit  of  Lessee,  and no other  person  shall  have
standing  to  require  satisfaction of  such  conditions  in
accordance  with their terms or be entitled to  assume  that
Lessor will refuse to make advances in the absence of strict
compliance  with  any or all thereof, and  no  other  person
shall,   under  any  circumstances,  be  deemed  to   be   a
beneficiary of such conditions, any and all of which may  be
freely  waived in whole or in part by Lessor at any time  if
in  its sole discretion it deems it desirable to do so.   In
particular, Lessor makes no representations and  assumes  no
duties  or  obligations as to third parties  concerning  the
quality  of  the  construction of the  Improvements  or  the
absence  therefrom  of defects.  In this connection,  Lessee
agrees  to  and  shall indemnify Lessor from any  liability,
claims  or  losses  resulting from the disbursement  of  the
Development Financing proceeds or from the condition of  the
Leased   Premises  whether  related  to   the   quality   of
construction  or  otherwise and whether  arising  during  or
after  the term of the Development Financing made by  Lessor
to Lessee in connection therewith, except for Lessor's gross
negligence  or  willful misconduct.   This  provision  shall
survive the termination of this Agreement and shall continue
in  full force and effect so long as the possibility of  any
such liability, claims or losses exists.

2.    EVIDENCE OF SATISFACTION OF CONDITIONS - Any condition
of  this Agreement which requires the submission of evidence
of  the  existence or non- existence of a specified fact  or
facts   implies  as  a  condition  the  existence  or   non-
existence,  as the case may be, of such fact or  facts,  and
Lessor  shall,  at  all  times,  be  free  independently  to
establish  to its reasonable satisfaction such existence  or
non-existence.

3.    ASSIGNMENT  -  Lessee may not assign this  Development
Financing  Agreement  or any of its  rights  or  obligations
hereunder without the prior written consent of Lessor.

4.   SUCCESSORS AND ASSIGNS - Whenever in this Agreement one
of  the  parties hereto is named or referred to, the  heirs,
legal  representatives,  successors  and  assigns  of   such
parties  shall be included and all covenants and  agreements
contained in this Agreement by or on behalf of the Lessee or
by  or  on behalf of the Lessor shall bind and inure to  the
benefit  of  their  respective heirs, legal representatives,
successors and assigns, whether so expressed or not.

5.   HEADINGS - The headings of the sections, paragraphs and
subdivisions  of this Agreement are for the  convenience  of
reference  only, and are not to be considered a part  hereof
and  shall  not limit or otherwise affect any of  the  terms
hereof.

6.   INVALID PROVISIONS TO AFFECT NO OTHERS - If fulfillment
of  any provision hereof, or any transaction related thereto
at  the time performance of any such provision shall be due,
shall  involve transcending the limit of validity prescribed
by  law,  then, ipso facto, the obligation to  be  fulfilled
shall  be  reduced to the limit of such validity;  and  such
clause  or  provision shall be deemed invalid as though  not
herein contained, and the remainder of this Agreement  shall
remain operative in full force and effect.

7.    NUMBER  AND GENDER - Whenever the singular  or  plural
number,  masculine  or  feminine or neuter  gender  is  used
herein, it shall equally include the other.

8.    AMENDMENTS - Neither this Agreement nor any  provision
hereof  may  be  changed, waived, discharged  or  terminated
orally, but only by an instrument in writing signed  by  the
party  against  whom  enforcement  of  the  change,  waiver,
discharge or termination is sought.

9.    NOTICES - Any notice which any party hereto may desire
or may be required to give to any of the parties shall be in
writing  and  the  mailing thereof  by  certified  mail,  or
equivalent, to the respective parties' addresses  set  forth
hereinabove or to such other place such party may by  notice
in writing designate as its address shall constitute service
of notice hereunder.

10.  GOVERNING LAW - This Development Financing Agreement is
made and executed pursuant to and is intended to be governed
by  the  laws  of  the State where the Leased  Premises  are
located.

11.  FORCE  MAJEURE  -  Anything in this  Agreement  to  the
contrary  notwithstanding, Lessee shall  not  be  deemed  in
default with respect to the performance of any of the terms,
provisions,  covenants,  and conditions  of  this  Agreement
(except  for the payment of all other monetary sums  payable
hereunder, to which the provisions of this Section shall not
apply),  if  the  same shall be due to any strike,  lockout,
civil  commotion,  warlike operations, invasion,  rebellion,
hostilities, sabotage, governmental regulations or controls,
impracticability of obtaining any materials or labor (except
due to the payment of monies), shortage or unavailability of
a source of energy or utility service, Act of God, casualty,
adverse   weather  conditions,  or  any  cause  beyond   the
reasonable  control of Lessee (except due to the payment  of
monies).    Provided,  however,  in  order  to  invoke   the
extension  of the Completion Date afforded by this  section,
Lessee shall notify Lessor in writing within ten days of the
occurrence  of  such force majeure, and  in  any  event  the
Completion  Date  shall be extended  as  a  result  of  such
occurrence no more than reasonably necessary and in no event
no more than 90 days.

                        ARTICLE XIII
DAMAGE, DESTRUCTION, CONDEMNATION, USE OF INSURANCE PROCEEDS

      1.   DAMAGE  OR  DESTRUCTION OF THE  LEASED  PREMISES.
Lessee  will give the Lessor prompt notice of any damage  to
or  destruction of the Leased Premises and in case  of  loss
covered by policies of insurance the Lessor (whether  before
or  after  the exercise of the Put if Lessee be  in  default
hereof)  is  hereby authorized at its option to  settle  and
adjust  any  claim arising out of such policies and  collect
and  receipt  for the proceeds payable therefrom,  provided,
that the Lessee may itself adjust and collect for any losses
arising out of a single occurrence aggregating not in excess
of  $100,000.00.  Any expense incurred by the Lessor in  the
adjustment  and collection of insurance proceeds  (including
the  cost of any independent appraisal of the loss or damage
on behalf of Lessor) shall be reimbursed to the Lessor first
out  of  any  proceeds.  Subject to paragraph 4 hereof,  the
proceeds  or any part thereof shall be applied to  reduction
of the Put Price, which Put may then be exercised by Lessor,
without the application of any prepayment premium, or to the
restoration or repair of the Leased Premises, the choice  of
application to be solely at the discretion of Lessor.

      2.   CONDEMNATION.  Lessee will give the Lessor prompt
notice  of any action, actual or threatened, in condemnation
or  eminent domain affecting the Leased Premises and  hereby
assigns,  transfers, and sets over to the Lessor the  entire
proceeds  of any award or claim for damages for all  or  any
part of the Leased Premises taken or damaged under the power
of  eminent domain or condemnation, the Lessor being  hereby
authorized  to intervene in any such action and  to  collect
and  receive from the condemning authorities and give proper
receipts  and acquittances for such proceeds.   Lessee  will
not  enter into any agreements with the condemning authority
permitting  or  consenting  to  the  taking  of  the  Leased
Premises unless prior written consent of Lessor is obtained.
Any  expenses incurred by the Lessor in intervening in  such
action  or  collecting such proceeds shall be reimbursed  to
the  Lessor first out of the proceeds.  Subject to paragraph
4  hereof, the proceeds or any part thereof shall be applied
to  reduction  of  the  Put Price, which  Put  may  then  be
exercised  by  Lessor,  without  the  application   of   any
prepayment premium, or to the restoration or repair  of  the
Leased  Premises, the choice of application to be solely  at
the discretion of Lessor.

       3.    DISBURSEMENT  OF  INSURANCE  AND   CONDEMNATION
PROCEEDS.  Any restoration or repair shall be done under the
supervision  of  an  architect  acceptable  to  Lessor   and
pursuant to plans and specifications approved by the Lessor.
Subject  to paragraph 4 below, in any case where Lessor  may
elect  to  apply  the proceeds to repair or  restoration  or
permit  the  Lessee to so apply the proceeds they  shall  be
held  by Lessor for such purposes and will from time to time
be   disbursed  by  Lessor  to  defray  the  costs  of  such
restoration or repair under such safeguards and controls  as
Lessor  may  reasonably  require  to  assure  completion  in
accordance  with  the approved plans and specifications  and
free  of  liens  or  claims, to  be  disbursed  as  if  such
disbursements  were disbursements of Development  Financing.
Lessee  shall  on  demand  deposit  with  Lessor  any   sums
necessary to make up any deficits between the actual cost of
the  work and the proceeds and provide such lien waivers and
completion  bonds  as  Lessor may reasonably  require.   Any
surplus  which  may remain after payment  of  all  costs  of
restoration  or   repair shall be applied against  the  rent
then  most remotely to be paid, whether due or not,  without
application of any prepayment premium or credit.

     4.  LESSOR TO MAKE PROCEEDS AVAILABLE.  In the event of
insured  damage  to the improvements or in the  event  of  a
taking by condemnation of only a portion of the improvements
or   land  area  of  the  Leased  Premises,  provided,   the
Completion Date need not be extended more than 90 days,  the
appraised   value   of  the  Leased  Premises   after   such
restoration  or  repair  shall not have  been  reduced,  and
provided  further,  no event of default  exists  under  this
Agreement  after  the  expiration  of  any  applicable  cure
periods  and  Lessee  is diligently  pursuing  a  course  of
conduct  reasonably designed to cure such default,  and  the
Lessee  certifies  to Lessor their intention  to  remain  in
possession  of the Leased Premises without any abatement  or
adjustment of rental payments, the Lessor agrees to make the
proceeds  available  to the restoration  or  repair  of  the
improvements on the Leased Premises in accordance  with  the
provisions of paragraph 3 hereof.

                           ARTICLE XIV
                    MANDATORY PUT UPON DEFAULT

      Should  Lessee commit an event of Default  under  this
Agreement  or any Development Financing Document (after  the
expiration  of  any  applicable  notice  and  cure   period)
("Uncured Default"), Lessor shall have the following rights:

      Upon  an Uncured Default, or damage or destruction  or
condemnation  of  the  Leased  Premises  not  addressed   by
paragraph  XIII  (4),  if  Lessor  elects  to  exercise  the
following option within 45 days after the expiration of  any
applicable notice and cure period, Lessee shall purchase the
Leased  Premises from Lessor subject to the following  terms
and conditions:

      A.   The purchase price at which Lessor shall sell the
Leased  Premises  to Lessee, shall be the  total  amount  of
Initial  Disbursed Funds disbursed by Lessor to acquire  the
Leased  Premises  at  the Closing Date (as  defined  in  the
Commitment),  plus  the  total  amount  of  funds  disbursed
pursuant  to  this Agreement, plus all accrued interest  and
incurred  expenses  of  Lessor  fundable  pursuant  to  this
Agreement,  plus  all  reasonable costs  of  collection  and
enforcement of the terms hereof.

      B.   At such time as Lessor shall timely elect to sell
the Leased Premises, Lessor shall give Lessee timely written
notice  of  its intent to exercise its option  to  sell  the
Leased Premises to Lessee, including in such notice Lessor's
calculation of the Purchase Price through the actual closing
of the sale of the Leased Premises to Lessee pursuant to the
terms  hereof (the "Sale Date"), which shall be  sixty  days
from  such  notice by Lessor. Lessee shall on or before  the
Sale  Date  deliver  the  purchase price  as  set  forth  in
subparagraph  (A)  of  this Article to  Lessor.   Upon  such
delivery, which shall be preceded by ten (10) days notice to
Lessor,  Lessor shall deliver to Lessee a warranty deed  and
appropriate affidavits evidencing that Lessor transfers  the
Leased Premises to Lessee subject to restrictions, easements
or  other encumbrances upon title existing as of the date of
delivery,  if any, except to the extent, if any,  placed  of
record  or caused by Lessor.  The purchase price to be  paid
to Lessor shall be a net amount.  All expenses in connection
with the transfer of the Leased Premises, including, but not
limited to appraisal fees, title insurance, recording  fees,
documentary stamps, conveyance tax, title evidence, and  all
other  closing  costs, shall be paid  by  the  Lessee.   The
purchase  price  shall be paid by Lessee in cash  to  Lessor
concurrently with the conveyance of the Leased  Premises  by
the  Lessor  to the Lessee.  If Lessor elects  to  sell  the
Leased Premises to Lessee pursuant to the terms hereof,  the
Leased  Premises  shall be conveyed by  the  Lessor  to  the
Lessee "As Is".

      If  Lessee shall fail to pay the Purchase Price on  or
before  the  Sale Date, Lessor may terminate the Lease,  and
sell  the  Leased  Premises to any  third  party  purchaser.
Lessor  may  then send Lessee notice of the  shortfall  (the
"Deficiency"),  if  any,  between  the  amount  of  the  net
proceeds  received  by Lessor in such sale,  and  the  total
amount  of  Initial Disbursed Funds disbursed by  Lessor  to
acquire  the Parcel at the Closing Date (as defined  in  the
Commitment),  plus  the  total  amount  of  funds  disbursed
pursuant  to  this Agreement, plus all accrued interest  and
incurred  expenses  of  Lessor  fundable  pursuant  to  this
Agreement,  plus  all  reasonable costs  of  collection  and
enforcement  of the terms hereof.  Lessee shall  immediately
upon  receipt of such notice of Deficiency remit the  amount
of the Deficiency in good funds to Lessor.

      Lessor's  rights under this Put shall  expire  on  the
Final Disbursement Date when the amendment to the Lease  has
been  executed  by all parties as set forth  in  Article  IX
hereof.

                            ARTICLE XV
           RENT, INTEREST, AND RENTAL MODIFICATION DATE

      1.   Rent shall be payable by Lessee and calculated as
follows, on the funds advanced by Lessor on the Closing Date
for  the purchase of the land and related closing costs (the
"Initial Disbursed Funds"): Rent shall accrue in the  amount
of  $6,623.75 per month absent an uncured Default by Lessee;
absent an uncured Default, accrued rent during the period of
construction  of  the  Improvements  prior  to  the   Rental
Modification  Date  shall  not be payable  until  the  Final
Disbursement  Date.    Upon  the occurrence  of  an  uncured
Default,  all  accrued  rent shall be  immediately  due  and
payable.

      On  the Rental Modification Date, if not otherwise  in
default  hereunder, Lessee shall begin paying  Rent  out  of
pocket  by the first of each month (prorata for the  balance
of  any partial month in which the Rental Modification  Date
occurs, payable with the first such adjusted Rent payable on
the  first day of the first full month following the  Rental
Modification Date).  On the Final Disbursement Date,  absent
an uncured Default, Rent shall be adjusted and documented by
the  lease  amendment contemplated in Article IX hereof  and
paid to Lessor as described in Article F. of the Commitment.

      2.    Distinct  from Rent, disbursed proceeds  of  the
Development  Financing shall accrue interest at  a  rate  of
10.5%  per annum, which interest shall accrue unpaid  unless
advanced  by  Lessor  to  itself, or  Lessee  shall  default
hereunder,  which  default shall remain  uncured  after  the
expiration  of  any  applicable  notice  and  cure   period.
However,  one  hundred and fifty days (150)  from  the  date
hereof, (the "Rental Modification Date"), Lessee shall begin
making monthly payments of subsequently accruing interest at
the  rate  of 10.5% per annum out of pocket ("Out of  Pocket
Invoiced Interest") within 5 days after invoice from Lessor.

      3.    Upon the occurrence of an event of default which
remains  uncured  after the expiration of applicable  notice
and  cure  periods,  disbursed proceeds of  the  Development
Financing shall accrue interest at a rate of Twelve  Percent
(12.0%)  per  annum,  or the highest rate  allowed  by  law,
whichever  is  less,  and the rental  rate  on  the  Initial
Disbursed funds shall increase to Twelve Percent (12.0%) per
annum,  or the highest rental rate allowed by law, whichever
is less.

                           ARTICLE XVI
                      COUNTERPART EXECUTION

      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, Lessee and Lessor have  hereunto
caused these presents to be executed on the date first above
written.

      Kona Restaurant Group, Inc., a Delaware corporation

           By: /s/ Norman
           Its: President

     [Lessor's Signature appears on following page.]


     AEI PRIVATE NET LEASE FUND 1998 LIMITED PARTNERSHIP

          By: AEI Fund Management XVIII, Inc.

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




                    EXHIBIT A


                    1.6310 ACRE
               (71,046 Square Feet)


THE STATE OF TEXAS
THE COUNTY OF VICTORIA

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

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

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

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

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

THENCE, South 15 deg. 01' 17" West, along the north line  of
said  2.10  acre  tract, a distance  of  216.11  feet  to  a
concrete monument found marking the southwest corner of  the
herein described tract, in the aforesaid curving east right-
of-way line of U.S. Highway No. 77, same being the northwest
corner of said 2.10 acre tract;

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

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







Land and Hard Costs:
Land Acquisition Cost                              $   402,500.00

Building/General Construction                        1,100,000.00
Sitework  (included in Building/General Construction)
Construction Contingency-10.0%                         110,000.00
SUBTOTAL HARD COSTS                                $ 1,612,500.00

Soft Costs:
Landscaping    (included in Building/General Construction)
Survey                                                   2,000.00
Architect                                               40,000.00
Engineer                                                10,000.00
Site Engineering                                        16,500.00
Phase I Environmental                                    2,300.00
Permits & Fees                                           4,000.00
Impact/Tap Fees                                         13,000.00
Builders Rist Insurance                                  1,600.00
Soils Report/Materials Tests                             3,000.00
Title Insurance & Closing Costs (Construction  and  S/L) 8,000.00
Development Interest                                    30,400.00
Attorney's Fees-Borrower                                 5,000.00
Attorney's Fees- AEI                                    10,000.00
AEI 1% Reimbursement                                    17,825.00
AEI State Qualification Fees                             1,200.00
Appraisal                                                3,500.00
AEI Credit Report Fees (Promesa)                           600.00
Miscellaneous                                           18,575.00
SUBTOTAL SOFT COSTS                                $   187,500.00

TOTAL PROJECT COST                                 $ 1,800,000.00