NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of this 14th
day  of  May,  2001,  by and between AEI Real  Estate  Fund  85-A
Limited  Partnership ("Lessor Fund 85-A"), AEI Private Net  Lease
Millennium  Fund  Limited Partnership ("Lessor Millennium"),  AEI
Income  &  Growth  Fund  XXII Limited Partnership  ("Lessor  Fund
XXII"),  whose address is 1300 Minnesota World Trade  Center,  30
East   7th   Street,  Saint  Paul,  Minnesota  55101   (together,
"Lessor"),   and   Aramark  Educational  Resources,   Inc.,   dba
Children's  World Learning Centers, Inc., a Delaware corporation,
whose   address  is  Attention:   Property  Controller,   Aramark
Educational  Resources,  Inc.,  573  Park  Point  Drive,  Golden,
Colorado  80401 ("Lessee");


WITNESSETH:

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

      WHEREAS,  Lessee constructed or caused the construction  of
the  building and improvements (together the "Building")  on  the
real property described in Exhibit "A"; and

      WHEREAS,  Lessee  desires to sell said  real  property  and
Building together with any easements and other rights appurtenant
thereto (said real property and Building hereinafter referred  to
as  the  "Leased  Premises"), to Lessor and simultaneously  lease
said real property and Building, together with any easements  and
other  rights  appurtenant thereto,  back from  Lessor  upon  the
terms and conditions hereinafter provided;

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.     TERM

      (A)   The term of this Lease ("Term") shall be fifteen (15)
consecutive "Lease Years", as hereinafter defined, commencing  on
May 14th, 2001 ("Occupancy Date").

      (B)    The  first "Lease Year" of the Term shall be  for  a
period  of  twelve (l2) consecutive calendar months beginning  at
the Occupancy Date. If the Occupancy Date shall be other than the
first  day of a calendar month, the first "Lease Year"  shall  be
the  period  of time from the Occupancy Date to the  end  of  the
calendar  month of the Occupancy Date, plus the following  twelve
(l2)  calendar months. Each Lease Year after the first Lease Year
shall be a successive  period of twelve (l2) calendar months.

      (C)    A  short form or memorandum of this Lease  has  been
executed for recording purposes in the form attached as Exhibit B
hereto.  Termination  of Lessee's right to  possession  shall  be
conclusive  evidence  of  termination of  any  option  to  renew,
purchase,  or to any right of first refusal, if any. Entry  of  a
court  order  terminating Lessee's right of possession  shall  be
sufficient  evidence of the termination of any rights established
by such Memorandum of Lease, and the Memorandum of Lease shall so
state. Abandonment of the Leased Premises by Lessee shall not  be
considered a termination of Lessee's right to possession  of  the
Leased  Premises if Lessee continues maintenance of the  Premises
and payment of rent under the terms of the Lease.

ARTICLE 3.     RESPONSIBILITY FOR IMPROVEMENTS

      (A)   Lessee represents, to the best of its knowledge, that
the Building and all other improvements to the land do materially
comply   with  the  applicable  laws,  ordinances,   rules,   and
regulations   of  all  state,  federal  and  local   governments.
Knowledge of Lessee shall be defined as and limited to the actual
knowledge  of John Rosen or those persons immediately  under  his
supervision, limited to Chris Bardwell and Leslie Armstrong.

      (B)   Opening for business in the Leased Premises by Lessee
shall constitute an acceptance of the Leased Premises "as is  and
where  is" and an acknowledgment by Lessee that the premises  are
in  the  condition described under this Lease and that Lessee  is
responsible  for  the  correction or repair  of  any  defects  or
deficiencies in or of the Premises whether in existence as of the
date  of this Lease or discovered after such date, including  but
not   limited  to  material  compliance  with  applicable   laws,
ordinances,  rules  and regulations of all  state,  federal,  and
local governments.

ARTICLE 4.     RENTAL PAYMENTS

      A.   Annual Rent Payable for the first through Fifth Lease
           Years:

           For  each  of   the  first   five Lease Years,  Lessee
           shall  pay to Lessor an annual rent of $141,075, which
           amount  shall be payable in advance without demand  on
           the   first  day  of  each  month  in  equal   monthly
           installments  of  $2,351.25  to  Lessor   Fund   85-A,
           $2,939.06  to  Lessor  Fund  XXII,  and  $6,465.94  to
           Lessor Fund Millennium. If the first day of the  first
           month  of  the Lease Term is not the first  day  of  a
           calendar  month, then the monthly rental  payable  for
           that partial month shall be a prorated portion of  the
           equal monthly installment of rent.

      B.   Annual Rent Payable for the Sixth through Tenth  Lease
           Years:

           The  Annual   Rent   payable  for  the  Sixth  through
           the  Tenth  Lease Years shall be the same amount  each
           year  and  shall be computed at the beginning  of  the
           sixth  Lease  Year to be an amount equal to  the  rent
           paid  for  the  Fifth  Lease Year,  increased  by  the
           lesser of ten percent (10%) of the rent for the  Fifth
           Lease Year, or two hundred percent (200%) of the  "CPI
           Increase",  as defined below, times the rent  for  the
           Fifth Lease Year.

           "CPI-U Increase" referred to   above  is   defined  as
           the  percentage  increase, if  any,  in  the  Consumer
           Price  Index ("CPI") for all Urban Consumers published
           by  the  Bureau  of  Labor Statistics  of  the  United
           States Department of Labor for U.S. City Average,  All
           Items  (1982-84=100)  from the nearest  date  at  four
           months  prior  to the effective date of the  Lease  to
           the nearest date four months prior to the last day  of
           the  Fifth  Lease Year. (For purposes  of  determining
           this  increase,  the  Consumer  Price  Index  for  the
           fourth  month  preceding the  effective  date  of  the
           Lease shall be compared to the CPI for the month  that
           is  four  months prior to the end of the  Fifth  Lease
           Year.)

      C.   Annual   Rent   Payable  for  the   Eleventh   through
           Fifteenth Lease Years:

           The   Annual  Rent  payable  for  the Eleventh through
           the  Fifteenth  Lease Years shall be the  same  amount
           each  year  and shall be computed at the beginning  of
           the  Eleventh Lease Year to be an amount equal to  the
           rent  paid for the Tenth Lease Year, increased by  the
           lesser of ten percent (10%) of the rent for the  Tenth
           Lease Year, or two hundred percent (200%) of the  "CPI
           Increase",  as defined below, times the rent  for  the
           Tenth Lease Year.

           "CPI-U Increase"  referred  to  above  is  defined  as
           the  percentage  increase, if  any,  in  the  Consumer
           Price  Index ("CPI") for all Urban Consumers published
           by  the  Bureau  of  Labor Statistics  of  the  United
           States Department of Labor for U.S. City Average,  All
           Items  (1982-84=100) from the nearest date four months
           prior  to the last day of the Fifth Lease Year to  the
           nearest date four months prior to the last day of  the
           Tenth Lease Year.

      D.   Annual   Rent   Payable  for  the  Sixteenth   through
           Twentieth Lease Years:

           The    Annual   Rent   payable   for   the   Sixteenth
           through  the Twentieth Lease Years shall be  the  same
           amount  each  year  and  shall  be  computed  at   the
           beginning of the Sixteenth Lease Year to be an  amount
           equal  to the rent paid for the Fifteenth Lease  Year,
           increased  by the lesser of ten percent (10%)  of  the
           rent  for  the  Fifteenth Lease Year, or  two  hundred
           percent  (200%)  of  the  "CPI Increase",  as  defined
           below, times the rent for the Fifteenth Lease Year.

           "CPI-U  Increase" referred  to  above  is  defined  as
           the  percentage  increase, if  any,  in  the  Consumer
           Price  Index ("CPI") for all Urban Consumers published
           by  the  Bureau  of  Labor Statistics  of  the  United
           States Department of Labor for U.S. City Average,  All
           Items  (1982-84=100) from the nearest date four months
           prior  to the last day of the Tenth Lease Year to  the
           nearest date four months prior to the last day of  the
           Fifteenth Lease Year.

      E.   Annual  Rent  Payable  for  the  Twenty-First  through
           Twenty-Fifth Lease Years:

           The   Annual   Rent   payable  for   the  Twenty-First
           through  the  Twenty-Fifth Lease Years  shall  be  the
           same  amount  each year and shall be computed  at  the
           beginning  of  the Twenty-First Lease Year  to  be  an
           amount equal to the rent paid for the Twentieth  Lease
           Year, increased by the lesser of ten percent (10%)  of
           the  rent for the Twentieth Lease Year, or two hundred
           percent  (200%) the "CPI Increase", as defined  below,
           times the rent for the Twentieth Lease Year.

           "CPI-U  Increase" referred to above is defined as  the
           percentage  increase, if any, in  the  Consumer  Price
           Index  ("CPI")  for all Urban Consumers  published  by
           the  Bureau  of Labor Statistics of the United  States
           Department of Labor for U.S. City Average,  All  Items
           (1982-84=100) from the nearest date four months  prior
           to  the  last day of the Fifteenth Lease Year  to  the
           nearest date four months prior to the last day of  the
           Twentieth Lease Year.

      F.   Annual  Rent  Payable  for  the  Twenty-Sixth  through
           Thirtieth Lease Years:

           The   Annual   Rent   payable  for   the  Twenty-Sixth
           through  the Thirtieth Lease Years shall be  the  same
           amount  each  year  and  shall  be  computed  at   the
           beginning  of  the Twenty-Sixth Lease Year  to  be  an
           amount  equal  to  the rent paid for the  Twenty-Fifth
           Lease  Year,  increased by the lesser of  ten  percent
           (10%) of the rent for the Twenty-Fifth Lease Year,  or
           two  hundred  percent (200%) the  "CPI  Increase",  as
           defined  below,  times the rent for  the  Twenty-Fifth
           Lease Year.

           "CPI-U Increase"  referred  to  above  is  defined  as
           the  percentage  increase, if  any,  in  the  Consumer
           Price  Index ("CPI") for all Urban Consumers published
           by  the  Bureau  of  Labor Statistics  of  the  United
           States Department of Labor for U.S. City Average,  All
           Items  (1982-84=100) from the nearest date four months
           prior  to the last day of the Twentieth Lease Year  to
           the nearest date four months prior to the last day  of
           the Twenty-Fifth Lease Year.

     G.    Overdue Payments.

           Lessee    shall   pay    interest   on   all   overdue
           payments  of  Rent  or  other  monetary  amounts   due
           hereunder  at  a  rate equal to  the  prime  rate  (as
           announced  by the Wall Street Journal newspaper)  plus
           two  percent,  accruing from the date such  Rental  or
           other monetary amounts were properly due and payable.


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  as  may  be
included  in the broadest form of extended coverage insurance  as
may,  from  time to time, be available in amounts  sufficient  to
prevent  Lessor or Lessee from becoming a co-insurer  within  the
terms  of  the  applicable policies. In any event, the  insurance
coverage shall not be less than one hundred percent (100%) of the
then    insurable    value.   Additionally,   replacement    cost
endorsements,    vandalism   endorsement,   malicious    mischief
endorsement,  waiver of subrogation endorsement,  waiver  of  co-
insurance endorsement (if available), shall be obtained.

      (B)    Lessee  agrees to place and maintain throughout  the
Term  or  Renewal Terms, if any, of this Lease, at  Lessee's  own
expense, public liability insurance with respect to Lessee's  use
and  occupancy of said premises, with initial limits of at  least
$5,000,000  combined single limit for bodily injury and  $l00,000
for  property  damage,  or  such additional  amounts  subject  to
commercially  reasonable deductibles, as Lessor shall  reasonably
require   from   time  to  time,  and  pollution   liability   or
environmental  impact coverage with limits in amounts  reasonably
acceptable to Lessor.

     (C)   Lessee agrees to notify Lessor in writing if Lessee is
unable to procure all or some part of the aforesaid insurance. In
the  event  Lessee fails to provide all insurance required  under
this  Lease, Lessor shall have the right, but not the obligation,
to  procure such insurance on Lessee's behalf. Lessee will  then,
within ten (10) business days from receiving written notice,  pay
Lessor  the  amount  of the premiums due or paid,  together  with
interest  thereon  at  the current prime rate  plus  two  percent
accruing  from the date of such invoice until paid, which  amount
shall  be  considered rent payable by Lessee in addition  to  the
Rental defined at Article 4 hereof.

     (D)   All policies of insurance provided for or contemplated
by  this  Article  shall name Lessor and Robert P.  Johnson,  and
Lessee and any mortgagee as additional insured and loss payee, as
their respective interests may appear, and shall provide that the
policies cannot be canceled, changed, terminated, or modified  in
a manner that materially affects the insurance required hereunder
without  thirty  (30)  days written notice to  the  parties.  All
insurance  companies must have an A.M. Best rating of  "Good"  or
better.  Lessee has provided Lessor with a legible  copy  of  the
applicable insurance certificate(s) and will provide Lessor  with
copies of any changes thereto and shall provide evidence no  less
than  thirty  (30) days prior to the expiration  thereof  of  the
renewal thereof and the renewal and existence of requisite public
liability insurance as by current Certificates of Insurance.

      (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,  and  Lessee agrees to save Lessor harmless  from,  and
indemnify Lessor against, any and all injury, loss, or damage, of
whatever  nature,  to  any  person  or  property  caused  by,  or
resulting from any act, omission, or negligence of Lessee or  any
employee  or agent of Lessee. In addition, Lessee hereby releases
Lessor  from any and all liability for any loss or damage  caused
by  fire or any of the extended coverage casualties, even if such
fire  or  other casualty shall be brought about by the negligence
(but   not  the  gross  negligence  or  intentional  or   willful
misconduct or malice) of Lessor.

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

ARTICLE 6. TAXES, ASSESSMENTS AND UTILITIES

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

      (B)    Lessee  shall pay all real estate taxes, assessments
for  public  improvements  or benefits,  and  other  governmental
impositions,  duties,  and  charges  of  every  kind  and  nature
whatsoever which shall or may, during the term of this Lease,  be
charged,  laid, levied, assessed, or imposed upon,  or  become  a
lien  or  liens upon the Leased Premises or any part  thereof  or
upon  the rents payable hereunder, except for taxes based  solely
upon  the income of Lessor. Such payments shall be considered  as
rent paid by Lessee in addition to the Rent defined at Article  4
hereof.  Lessee  shall  be  deemed  to  have  complied  with  the
foregoing  covenant  if payment is permitted without  penalty  or
interest, or before the same shall become  a lien upon the Leased
Premises. If by law any real estate taxes, assessments for public
improvements  or  benefits,  or other  governmental  impositions,
duties,  and charges of every kind and nature whatsoever  may  at
the  option  of the taxpayer be paid in installments (whether  or
not  interest  shall  accrue on the unpaid balance),  Lessee  may
exercise the option to pay the same in installments and shall pay
such  installments as they become due during  the  term  of  this
Lease. Lessee shall not be liable for installments which come due
after  the  termination date of the Lease. If due to a change  in
the method of taxation, a franchise tax, rental 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.

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

      (D)    Lessee shall have the right to contest or review  by
legal proceedings or in such other manner as may be legal (which,
if instituted, shall be conducted solely at Lessee's own expense)
any tax, assessment for public improvements or benefits, or other
governmental  imposition aforementioned, at any  time  until  the
property  is  subject to levy or execution. 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, Lessee shall be entitled to  receive  and
retain  the same, subject, however, to apportionment as  provided
during the first and last years of the term of this Lease.

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

     (F)   Lessor shall not be required to join in any proceeding
referred  to  in  this  Article, unless  in  Lessee's  reasonable
opinion,  the provisions of any law, rule, or regulation  at  the
time in effect shall require that such a proceeding be brought by
and/or  in  the name of Lessor, in which event Lessor shall  upon
written  request, join in such proceedings or permit the same  to
be brought in its name.

ARTICLE 7.  ASSIGNMENT AND SUBLETTING

      So  long  as  Lessee  shall remain  fully  liable  for  the
performance  of all obligations of any lessee under  this  Lease,
and if Lessee provides notice and true and complete copies of all
assignments  or  sublet  agreements to Lessor,  then  Lessee  may
assign  or  sublet this Lease or the Premises without  the  prior
permission of Lessor.

     Lessee shall, prior to the effective date thereof deliver to
Lessor  executed counterparts of any such agreement  and  of  all
ancillary agreements with the proposed assignee or sublessee,  as
applicable.  Lessor  shall have the right to require  all  rental
payable to Lessee under any such subletting or assignment  to  be
payable to Lessor.

      Notwithstanding the foregoing, Lessee shall have the right,
without  prior consent of Lessor and without compliance with  the
documentation requirements set forth in this Article, to  license
the use of, or sublet, all or any portion the Leased Premises  to
any   person   or  organization  for  community,  religious,   or
educational  meetings  or  other similar  purposes,  during  non-
business hours of Lessee, and all rentals or license fees payable
to  Lessee under any such licenses or subleases shall be retained
by Lessee.

ARTICLE 8.  REPAIRS AND MAINTENANCE

      (A)    Lessee covenants and agrees to keep and maintain  in
good order, condition and repair the interior and exterior of the
Leased  Premises during the term of the Lease, 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 the Leased Premises,
including but without limitation, 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,  interior  building
appliances  and  similar equipment, heating and air  conditioning
equipment,  and  further agrees to replace any of said  equipment
when   necessary   based  upon  reasonable  facility   management
practices.  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  after  written notice and a 90 day  cure  period
(except  in the event of emergencies), Lessee refuses or neglects
to  commence or complete repairs promptly and adequately,  Lessor
may  cause such repairs to be made, but shall not be required  to
do  so,  and  Lessee shall pay the cost thereof  to  Lessor  upon
demand.  It is understood that Lessee shall pay all expenses  and
maintenance and repair during the term of this Lease.  If  Lessee
is  not then in default hereunder, Lessee shall have the right to
make repairs and improvements to the Leased Premises without  the
consent of Lessor if such repairs and improvements do not  exceed
$50,000  provided such repairs or improvements do not affect  the
structural  integrity  of  the Leased Premises.  Any  repairs  or
improvements  in  excess of $50,000 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.  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. Lessee further agrees, in  the
event of making such alterations as herein provided, to indemnify
and  save  harmless  Lessor from all expense,  liens,  claims  or
damages  to  either  persons or property or the  Leased  Premises
arising  out  of or resulting from the undertaking or  making  of
said repairs, improvements, alterations or additions, or Lessee's
failure to make repairs required by the terms of this Lease.

ARTICLE 9. COMPLIANCE WITH LAWS AND REGULATIONS

     Lessee will materially 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 materially
comply  with all easements, restrictions, and covenants of record
against  or affecting the Leased Premises 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 a  sign
or  signs advertising Lessee's business, provided that the  signs
conform  to  law,  and further provided that the  sign  or  signs
conform   specifically  to  the  written  requirements   of   the
appropriate governmental authorities.

ARTICLE 11. SUBORDINATION

     (A)   Lessor reserves the right and privilege to subject and
subordinate  this Lease at all times to the lien of any  mortgage
or  mortgages now or hereafter placed upon Lessor's  interest  in
the  Leased Premises and on the land and buildings of which  said
premises are a part, or upon any buildings hereafter placed  upon
the  land of which the Leased Premises are a part, and to any and
all  advances to be made under such mortgages, and all  renewals,
modifications,   extensions,  consolidations,  and   replacements
thereof,  provided  such a mortgagee shall execute  a  reasonably
appropriate   subordination,   attornment   and   non-disturbance
agreement (which shall include the right to quiet enjoyment).

      (B)    Lessee covenants and agrees to execute and  deliver,
upon  demand,  such further reasonable instrument or  instruments
subordinating this Lease on the foregoing basis to  the  lien  of
any  such mortgage or mortgages as shall be desired by Lessor and
any mortgages or proposed mortgagees.

ARTICLE 12.  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 taken so as to reduce the licensed capacity of the Premises as
a  daycare facility by more than 10%, then Lessee shall have  the
right  to  terminate  this Lease on thirty (30)  days  notice  to
Lessor  if given within ninety (90) days after the date  of  such
taking.  In  the  event that this Lease  shall  terminate  or  be
terminated  in accordance with this section, the Rent  shall,  if
and  as  necessary, be paid up to the day that possession of  the
Leased Premises was surrendered.

     (B)   If any part of the Leased Premises shall be taken such
that it does not reduce the licensed capacity of the facility  by
more  than  10%, then Lessee shall, using proceeds of  the  award
from  the taking authority, restore the remaining portion of  the
Leased Premises to the extent necessary to render it satisfactory
to  Lessee and reasonably suitable for the purposes for which  it
was  leased.  Lessee shall make all repairs to  the  building  in
which  the Leased Premises is located to the extent necessary  to
constitute the building a complete architectural unit,  provided,
however,  that such work shall not exceed the scope of  the  work
required to originally construct the building. Provided, further,
the  cost thereof to Lessee shall not exceed the proceeds of  its
condemnation  award, all to be done without  any  adjustments  in
rent to be paid by Lessee. Lessor agrees to make the condemnation
proceeds  available to Lessee for restoration or repair  pursuant
to this section.

     Notwithstanding any provision in this Lease to the contrary,
if  any  award  for any portion of the Premises  appropriated  or
taken  under power of eminent domain, or otherwise, which  taking
is  deemed to be temporary, Lessee shall, except as stated in the
subsequent sentence, have exclusive and full rights to  any  such
award  based  upon  such temporary taking, and Lessor  agrees  to
waive  any right for such temporary taking.  If pursuant to  this
Lease  Lessee terminates the Lease, then in such event any  award
for  temporary  condemnation  for a  period  of  time  after  the
termination  shall  belong  to  Lessor.   If  in  the  event  the
temporary  taking is for a period of time that extends after  the
end  of the Term hereof, then Lessor shall be entitled to a  pro-
rata  amount of the temporary taking award based upon the  amount
of  time attributable to the period of time after the Term of the
Lease.

      (C)    Subject  to  Article 12(B) above,  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 cost of removal of
or  for the value of stock, 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. If a  separate  award
shall  be  made representing the difference between the value  of
the  leasehold estate and the fair market value of  a  comparable
leasehold estate, Lessee shall be entitled to the same; provided,
however, that Lessor shall be under no obligation to pursue  such
award on behalf of Lessee

ARTICLE 13.  RIGHT TO INSPECT

     Lessor reserves the right to enter upon, inspect and examine
the Leased Premises at any time during business hours, and Lessee
agrees  to  allow Lessor free access  to the Leased  Premises  to
show  the  premises upon a minimum of 48 hours  prior  notice  to
Lessee.  Lessor  will  not  enter into the  Leased  Premises  for
purposes  of  this section unless accompanied by a representative
of   Lessee  and  Lessee  does  hereby  agree  to  provide   such
representative  upon request by Lessor, such  request  given  not
less  than 48 hours in advance. Upon default by Lessee 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.

ARTICLE 14.  USE OF LEASED PREMISES

      (A)    Lessee agrees and warrants that the Leased  Premises
will  be  used  only  for lawfully permitted uses  which  do  not
diminish the value of the Leased Premises.

ARTICLE 15.  DESTRUCTION OF PREMISES

     (A)   If, during the term of this Lease, the Leased Premises
are totally or partially destroyed by fire or the elements, so as
to  render  the premises wholly unfit for occupancy, or  make  it
impossible  in  the opinion of a licensed third party  arbitrator
knowledgeable  in the child care business  reasonably  acceptable
to Lessee and Lessor, for Lessee to conduct its business therein,
then  either  Lessor or Lessee shall have the right to  terminate
this  Lease from the date of such damage or destruction by giving
written notice. The parties agree to use reasonable promptness to
obtain the opinion of such licensed third party arbitrator.  Upon
the giving of such notice, Lessee shall immediately surrender the
Leased  Premises and all interest therein to Lessor, and in  case
of  any  such termination, Lessor may re-enter and repossess  the
Leased Premises and may dispossess all parties then in possession
thereof.  If  not otherwise terminated, in the event  the  Leased
Premises shall be repaired, restored, and rebuilt by Lessee  with
the  use  of insurance proceeds (which Lessor shall cooperate  to
make  available), but otherwise at its own sole cost and expense,
within one hundred eighty (180) days from the date of destruction
(subject  to  force majuere as set forth in paragraph  C  hereof,
then  all  rents  payable by Lessee shall be  abated  during  the
period  of repair and restoration to the extent Lessor  shall  be
compensated by the proceeds of rents loss insurance. In no  event
shall  Lessor be required to provide its own money for the repair
or restoration of the Leased Premises other than the net proceeds
of  moneys  received by it from any insurance policy or  policies
covering such loss or damages. Lessee shall be liable for  repair
of  the Leased  Premises with all reasonable speed, and the rents
shall  recommence  on  the date that the repairs  are  completed.
Lessee shall be under no obligation to so repair during the  last
five  (5) years of the term of the Lease, or as extended, but  if
Lessee  shall desire to rebuild during the last 12 months of  the
Lease  term,  Lessor  will make insurance proceeds  available  to
rebuild   the  Leased  Premises  conditioned  upon  Lessee   then
exercising  its next renewal option under the Lease. Lessor  will
make  insurance proceeds available to rebuild the Leased Premises
in the event Lessee rebuilds, except as stated above.

      (B)    If the damage does not, in the opinion of a licensed
third  party  arbitrator  reasonably  acceptable  to  Lessee  and
Lessor,   render  the Leased Premises unfit for  occupancy,  then
Lessor  agrees  that  the damage shall be  repaired  as  soon  as
practicable  and in that case, Lessee shall pay full rent  during
the repair period. All repairs shall be paid for by Lessee out of
any insurance proceeds received (which Lessor shall cooperate  to
make  available), but if the insurance proceeds are  insufficient
to  rebuild  or  repair  the  Leased Premises  according  to  the
original plans  and specifications, whether repair or restoration
is  commenced  pursuant to paragraph A or B hereof,  then  Lessee
agrees to pay all additional amounts that are required to rebuild
the   building  in   accordance  with  the  original  plans   and
specifications. All improvements or betterments placed by  Lessee
on the demised premises shall, however, in any event, be repaired
and  replaced by Lessee at its own expense and not at the expense
of  Lessor. The purpose of this Article is to require  Lessee  to
carry  insurance  coverage on the Leased Premises  sufficient  to
rebuild  the improvements in the event  of damage or destruction.
Lessee shall be under no obligation to so rebuild during the last
five (5) years of the term, as extended, as the case may be,  but
if  Lessee  shall desire to rebuild during the last 12 months  of
the Lease term, Lessor will make insurance proceeds available  to
rebuild   the  Leased  Premises  conditioned  upon  Lessee   then
exercising  its next renewal option under the Lease. Lessor  will
make  insurance proceeds available to rebuild the Leased Premises
in the event Lessee rebuilds, except as stated above.

      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  $100,000 they shall be paid to Lessee  for  such
repair  and  restoration. If the insurance proceeds  are  greater
than  or equal to $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.

      (C)   Lessee shall comply with the time period stated above
for  restoration  of the Leased Premises as  set  forth  in  this
Article;  provided, however, that said period of  time  shall  be
extended  for a period or periods of time equal to any period  or
periods  of  delay caused by strikes, lockouts,  fire,  or  other
casualty,  the  elements, acts of God, delay  by  or  refusal  or
failure  of  governmental authorities to grant necessary  permits
and  approvals  for  the reconstruction of  the  Leased  Premises
(Lessee  agreeing  to  use reasonable diligence  to  procure  the
same),  or  other  causes other than financial,  beyond  Lessee's
reasonable   control  or  the  reasonable  control  of   Lessee's
contractor.

ARTICLE 16.  ACTS OF DEFAULT

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

               1.     Failure  to pay the Rent, or  any  monetary
           obligation  herein reserved, (and to be considered  to
           be  rent  for the purposes of this Lease) or any  part
           thereof,  within five (5) business days after  written
           notice  from  Lessor that the same shall  be  due  and
           payable.   Provided,  however,   that   interest   and
           penalties  for  failure to pay  rent  when  due  shall
           accrue  from  the  first date such rent  was  due  and
           payable.

               2.     Failure  to do, observe, keep  and  perform
           any  of  the  material non-monetary terms,  covenants,
           conditions,  agreements and provisions in  this  Lease
           to  be  done, observed, kept and performed  by  Lessee
           within  30  days after written notice of such  default
           (or   within  a  reasonable  time  thereafter  if  the
           default  is  incapable  of cure  within  30  days  and
           Lessee  is diligently pursuing a reasonable course  of
           action to cure such default.

               3.     The  abandonment  (defined  herein  as  the
           leaving  of  the Leased Premises without paying  rent,
           without   maintaining  and  without  the   intent   of
           returning)   of   the   Premises   by   Lessee,    the
           adjudication  of Lessee as a bankrupt, the  making  by
           Lessee  of  a  general assignment for the  benefit  of
           creditors,  the  taking by Lessee  of the  benefit  of
           any  insolvency  act  or law,  the  appointment  of  a
           permanent  receiver  or  trustee  in  bankruptcy   for
           Lessee  property, or the appointment  of  a  temporary
           receiver  which  is not vacated  or set  aside  within
           sixty (60) days from the date of such appointment.

ARTICLE 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 upon a specified date
not  less  than thirty (30) days after the date of  serving  such
notice of termination, and this Lease shall then terminate on the
date  so  specified, provided, however, that  Lessee  shall  have
continuing  liability for future rents for the remainder  of  the
original  term  and any exercised renewal term as  set  forth  in
Article 19, notwithstanding any earlier termination of the  Lease
hereunder,  preserving unto Lessor the benefit of its  bargained-
for rental payments.

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

      In  the event that this Lease shall be terminated as herein
provided, or by summary proceedings or otherwise, or in the event
of  an uncured default hereunder by Lessee, or in the event  that
the  premises or any part thereof, shall be abandoned by  Lessee,
(subject  to rights to cure as provided in Article 16) Lessor  or
its  agents, servants or representatives, may immediately  or  at
any  time  thereafter,  re-enter and  resume  possession  of  the
premises or any part thereof, and remove all persons and property
therefrom,  in  accordance  with  local  law  either  by  summary
dispossess  proceedings or by a suitable action or proceeding  at
law, without being liable for any damages therefor.


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, it may either (i)
terminate  this Lease or (ii) it may from time to  time,  without
terminating  the  contractual obligation of Lessee  to  pay  Rent
under  this  Lease, make such commercially reasonable alterations
and  repairs as may be necessary to relet the Leased Premises  or
any  part  thereof  for  such  Term or  Renewal  Terms,  at  such
commercially  reasonable rental or rentals, and upon  such  other
commercially  reasonable terms and conditions as  Lessor  in  its
sole discretion may deem advisable.

       (B)    Upon  each such reletting, without termination  the
           contractual  obligation of Lessee to  pay  Rent  under
           this  Lease, all rentals 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 commercially
           reasonable  costs  and  expenses  of  such  reletting,
           including  brokerage  fees and  reasonable  attorney's
           fees and of costs of such alterations and repairs;

               3.     Third,  to  the  payment  of  rent  due  and
           unpaid hereunder;

               4.     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. Then  any
           residue  will  be used first to reimburse  Lessor  (or
           Lessee  if  previously paid by Lessee  for  costs  and
           expenses per Article 19(B)2 above) for such costs  and
           expenses  incurred  per  Article  19(B)2  above  until
           repaid, then any excess shall remain with Lessor.

      If  such  rentals 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  this  Lease
unless a written notice of such intention be given to Lessee.

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

     (D)   In addition to any other remedies Lessor may have with
this  Article 19, Lessor may recover from Lessee all  damages  it
may  incur  by  reason  of  any breach,  including  the  cost  of
recovering   and   reletting  the  Leased  Premises,   reasonable
attorney's fees, and including 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 rental  value  of
the Leased Premises (or the actual rents receivable by Lessor, if
relet) for the remainder of the Term, all of which amounts  shall
be  immediately due and payable from Lessee to Lessor in full. In
determining the rent which would be payable by Lessee  hereunder,
subsequent  to  default, the total Rental for each  year  of  the
unexpired  Term shall be equal to the average total  Rental  that
would  be  payable by Lessee as set forth in Article 4 above.  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)   Lessor will use its reasonable efforts to mitigate its
damages, but Lessor shall have absolutely no obligation to expend
any   moneys  in  the  way  of  tenant  inducements  or  in   the
refurbishment of the Leased Premises for any use other than  that
for  which the Leased Premises were being used by Lessee.  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, except as  provided  in
subsection (D) above. Lessee waives and will waive all rights  to
trial by jury in any summary proceedings to recover possession of
the Leased Premises which may hereafter be instituted by Lessor.

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, lighting,
ventilating,  plumbing, walk-in refrigerators, walk-in  freezers,
and air conditioning systems shall be the property of Lessor. All
trade  fixtures and all other fixtures and articles  of  personal
property owned by Lessee shall remain the property of Lessee.

      (B)    Lessee  shall  furnish  and  pay  for  any  and  all
equipment, furniture, trade fixtures, and signs, except for  such
items,  if  any, described in Article 20(A) above. Lessor  agrees
that it has no interest in the personal property of Lessee.

      (C)    At  the end of the term of this Lease, all  personal
property  and  trade fixtures of Lessee may be removed  from  the
Leased Premises by Lessee, however, removal of such fixtures  may
proceed only after five (5) business days prior written notice to
Lessor   of  the  time  of  such  removal  and  notice   of   the
identification of the parties performing such removal. All damage
to the Leased Premises which may be caused by the removal of such
property shall be promptly 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, within  thirty
(30) days from the date of the filing of said mechanic's or other
lien  (or such earlier period if required by law prevent  default
or  attachment  of  the lien) and delivery of notice  thereof  to
Lessee  of  Lessee's  obligation under this Lease,  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, or other security reasonably acceptable  to
Lessor.   Should Lessee fail to take the foregoing  steps  within
said  thirty (30) day period, then 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, subject to notice to Lessee and  a  10
business day cure period.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

     No agreement to accept a surrender of the Leased Premises or
termination of this Lease shall be valid unless in writing signed
by  Lessor.   The delivery of keys to any employee of  Lessor  or
Lessor's agents shall not operate as a termination of the   Lease
or  a  surrender of the premises. The failure of Lessor  to  seek
redress  for  violation  of, any rule or  regulation,  shall  not
prevent a subsequent act, which would have originally constituted
a  violation, from having all the force and effect of an original
violation. No 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, and 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,  modify or discharge it  in whole or in part unless  such
executory  agreement  is  in  writing and  signed  by  the  party
against   whom  enforcement  of   the  change,  modification   or
discharge is sought.

ARTICLE 23.  QUIET ENJOYMENT

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

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

      The  non-prevailing party agrees to pay and  discharge  all
reasonable  costs,  attorneys' fees 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.




ARTICLE 25.  ESTOPPEL CERTIFICATES

      Either  party to this Lease will, at any time from time  to
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  (a)  that  this  Lease  is
unmodified  (or if modified then disclosure of such  modification
shall  be made); (b) that this Lease is in full force and effect;
(c)  that the date to which the rent and other charges have  been
paid;  and  (d)  that  to the knowledge of  the  signer  of  such
certificate  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

      Lessee  will,  within ninety (90) days  after  the  end  of
Lessee's  fiscal year during the term of this Lease,  furnish  to
the  Lessor  financial  statements of the Lessee.  The  financial
statements  shall  be certified by an officer  of  Lessee  or  if
financial  statements  are prepared by an  independent  certified
public accountant then such accountant's report shall be provided
and  such  report shall be prepared in conformity with  generally
accepted  accounting  principals with  accountant's  opinion  and
footnotes  included  therein.  The  financial  statements   shall
include a balance sheet, and related statement of income.

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 material and do not increase
any  of the rents or modify any of the business elements of  this
Lease.


ARTICLE 28.  OPTION TO RENEW

      If  this Lease is not previously canceled or terminated and
if  Lessee is not then in material default hereunder, then Lessee
shall  have  three (3) separate individual options to renew  this
Lease  upon the same conditions and covenants contained  in  this
Lease  for  three separate individual (3) consecutive periods  of
five (5) years each (singularly "Renewal Term").

      The  first  Renewal Term would commence  on  the  date  the
original Term expires and successive Renewal Terms would commence
on  the  last day of the then expiring Renewal Term. Lessee  must
give  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.

      The  rent  during the Renewal Term or Terms shall  increase
each Fifth Lease Year of the Renewal Term at the same rate as set
forth in Article 4 above.

ARTICLE 29.  MISCELLANEOUS PROVISIONS

      (A)    All written notices shall be given by certified mail
or  a nationally recognized overnight or express courier. Notices
to  Lessor 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.

      (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 premises are situated.

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

      (F)    In  the  event Lessee remains in possession  of  the
premises  herein leased after the expiration of  this  Lease  and
without  the execution of a new lease, it shall be deemed  to  be
occupying said premises as a tenant from month-to-month,  subject
to  all the conditions, provisions, and obligations of this Lease
insofar as the same can be applicable to a month-to-month tenancy
except  that the monthly installment of Rental shall be increased
25%  from  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  Rental
hereunder)  shall  not be paid within 10 days  when  due,  Lessor
shall  have the right to charge Lessee a late charge of $250  per
month  for  unpaid rent for each month that any  amount  of  rent
installment remains unpaid. Said late charge shall commence after
such  installment  is  due and continue until  said  installment,
interest and all accrued late charges are paid in full.

      (H)    Any  part of the Leased Premises may be conveyed  by
Lessor  for private easement purposes at any time provided Lessee
gives written consent to such private easement. In the event that
the  private easement affects or is related to the playground  or
the building on the Leased Premises, then Lessee's consent may be
arbitrarily withheld in Lessee's sole and absolute discretion. If
the  private easement does not affect the playground or  building
on  the  Leased  Premises,  then  Lessee's  consent  may  not  be
commercially unreasonably withheld. In such event that  any  part
of  the Leased Premises are so conveyed, 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 a private easement shall belong solely to Lessor.

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

ARTICLE 30.  REMEDIES

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

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

     Lessee  covenants, represents and warrants  to  Lessor,  its
successors and assigns, (i) that except in the ordinary course of
business  of  conducting a day care facility  and  then  only  in
accordance  with applicable law, rule, or regulation, Lessee  has
not  used  or  permitted the Leased Premises to be 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");
further, Lessee will not use or permit the Leased Premises to  be
used  during the Term of this Lease, whether directly or  through
contractors, agents or tenants, for the generating, transporting,
treating, storage, manufacture, emission of, or disposal  of  any
Hazardous  Materials, except in the ordinary course of conducting
a  day care facility, and then only in accordance with applicable
law,   rule  or  regulation;  (ii)  that  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 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 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  indemnity 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, released  or
           placed  on the Leased Premises during the term of  the
           Lease,

together   with  all  reasonable  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 rate of interest equal to  the
rate  changed on overdue payment in Section 4(G) and shall become
immediately  due  and payable in full on demand  of  Lessor,  its
successors and assigns.

ARTICLE 32.  ESCROWS

      If  Lessee  has defaulted in payment of any  taxes,  or  if
Lessee  shall be in default under any of the items of this Lease,
or  if  Lessor's  Mortgagee shall require Lessor  to  escrow  the
amount  of  real estate taxes or assessments on a monthly  basis,
then  in  either event, at Lessor's option, Lessee shall  deposit
with  an escrow agent reasonably acceptable to Lessor and  Lessee
on  the  first day of each and every month thereafter, an  amount
equal to one-twelfth (1/12th) of the estimated annual real estate
taxes,  assessments ("Charges") due on the Leased Premises.  From
time  to  time  out  of  such  deposits  Lessor  will,  upon  the
presentation to Lessor by Lessee of the bills therefor,  pay  the
Charges  or  will upon presentation of receipted bills  therefor,
reimburse  Lessee for such payments made by Lessee. In the  event
the  deposits on hand shall not be sufficient to pay all  of  the
estimated  Charges when the same shall become due  from  time  to
time  or  the  prior  payments shall be less than  the  currently
estimated  monthly amounts, then Lessee shall pay  to  Lessor  on
demand any amount necessary to make up the deficiency. The excess
of  any such deposits shall be credited to subsequent payments to
be made for such items. If a default or an event of default shall
occur  under the terms of this Lease, Lessor may, at its  option,
without  being required so to do, apply any Deposit  on  hand  to
cure the default, in such order and manner as Lessor may elect.

ARTICLE 33.  NET LEASE

     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  Paragraph  4
should  be a net  rent paid to Lessor. Any and all other expenses
including  but  not  limited to, maintenance, repair,  insurance,
taxes, and assessments, shall be paid by Lessee.

ARTICLE 34.  RIGHT TO SUBSTITUTION

      If Lessee determines that it is economically unfeasible  to
continue  operations  in or at the Leased  Premises,  Lessee  may
exchange  the  Leased Premises for another of like  kind,  value,
size  and  demographic location acceptable to Lessor.  If  Lessor
elects  to  accept  a replacement property in  exchange  for  the
Leased   Premises  owned  by  Lessor,  Lessee  shall  provide   a
replacement  property  of  comparable size,  cost,  location  and
ownership  interest  in a Section 1031 "like-kind"  exchange  and
shall  lease  the replacement Premises from Lessor  on  identical
terms as contained in the lease for the original Leased Premises.
All  costs  associated with making such exchange,  including  the
provision   of  surveys,  title,  environmental  and  all   other
documentation normally required or obtained by Lessor,  shall  be
paid by Lessee.

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

LESSEE:                       ARAMARK EDUCATIONAL RESOURCES, INC.
                              dba   CHILDREN'S   WORLD   LEARNING
                              CENTERS, INC., a Delaware corporation

Attest:                       By: /s/ John Rosen

/s/ Leslie A Armstrong        Its: Executive Vice President


STATE OF       )
               )SS.
COUNTY OF      )

      The  foregoing instrument was acknowledged before  me  this
29th  day  of March, 2001, by John Rosen and Leslie A  Armstrong,
the  Executive  Vice  President and Asst.  Secretary  of  ARAMARK
EDUCATIONAL  RESOURCES,  INC.,  dba  Children's  World   Learning
Centers,  Inc.,  a  Delaware  corporation,  on  behalf  of   said
corporation.

/s/ Chris Bardwell
    Notary Public                           [notary seal]



LESSOR:                          AEI  REAL ESTATE FUND  85-A
                                 LIMITED PARTNERSHIP
Attest:
                                 By: NET LEASE MANAGEMENT 85-A, INC.

/s/ Michael B Daugherty
                                 By: /s/ Mark Larson
                                         Mark  Larson,
                                         Chief Financial Officer


STATE OF MINNESOTA   )
                             )SS.
COUNTY OF RAMSEY     )

     The foregoing instrument was acknowledged before me the 14th
day of May, 2001, by Mark Larson, the Chief Financial Officer  of
Net  Lease Management 85-A, Inc., a Minnesota corporation, in its
capacity as corporate general partner of AEI Real Estate Fund 85-
A Limited Partnership.


/s/ Barbara J Kochevar
     Notary Public                           [notary seal]



ATTEST:                          AEI   PRIVATE  NET   LEASE
                                 MILLENNIUM  FUND   LIMITED
                                 PARTNERSHIP
/s/ Michael B Daugherty

                                 By: AEI Fund Management XVIII, Inc.


                                 By: /s/ Mark E Larson
                                         Mark  Larson,
                                         Chief Financial Officer








STATE OF MINNESOTA   )
                             )SS.
COUNTY OF RAMSEY     )

     The foregoing instrument was acknowledged before me the 14th
day of May, 2001, by Mark Larson, the Chief Financial Officer  of
AEI  Fund Management XVIII, Inc., a Minnesota corporation, in its
capacity  as corporate general partner of AEI Private  Net  Lease
Millennium Fund Limited Partnership.


/s/ Barbara J Kochevar
      Notary Public                           [notary seal]



Lessor:                          AEI  Income  &  Growth
                                 Fund XXII Limited Partnership
Attest:
                                 By: AEI Fund Management  XXI, Inc.

                                 By:/s/ Mark Larson

                                        Mark Larson,
                                        Chief Financial Officer


STATE OF MINNESOTA   )
                             )SS.
COUNTY OF RAMSEY     )

     The foregoing instrument was acknowledged before me the 14th
day of May, 2001, by Mark Larson, the Chief Financial Officer  of
AEI  Fund Management XXI, Inc., a Minnesota corporation,  in  its
capacity as corporate general partner of AEI Income & Growth Fund
XXII Limited Partnership.


/s/ Barbara J Kochevar                       [notary seal]
      Notary Public



                             EXHIBIT A
                                TO
                          LEASE AGREEMENT


PARCEL  1:  LOT 13 IN FINAL PLAT OF RESUBDIVISION  OF  LOT  8  OF
RENWICK PLACE.  BEING A RESUBDIVISION OF PART OF THE NORTWEST 1/4
OF  SECTION  22.  TOWNSHIP 36 NORTH, RANGE 9 EAST  OF  THE  THIRD
PRINCIPAL  MERIDIAN ACCORTDING TO THE PLAT OF SAID  RESUBDIVISION
RECORDED  DECEMBER  29,  1999,  AS DOCUMENT  R99-157784  IN  WILL
COUNTY, ILLINOIS.

PARCEL  2:  A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS  OVER
LOT  11  OF  RENWICK PLACE, BING A SUBDIVISION  OF  PART  OF  THE
NORTWEST  1/4 OF SECTION 22, TOWNSHIP 36 NORTH, RANGE 9  EAST  OF
THE  THRID  PRINCIPAL  MERIDIAN  ACCORDING  TO  THE  PLAT  THEROF
RECORDED  AUGHST  14, 1998.  AS DOCUMENT NUMBER  R98-094653.  AND
OVER  LOT 15 IN THE RESUBDIVISION OF LOT 8 OF RENWICK PLACE BEING
A  RESUBDIVISION  OF  PART OF THE NORTHWEST 1/4  OF  SECTION  22,
TOWNSHIP  36  NORTH RANGE 9 EAST OF THE THIRD PRINCIPAL  MERIDIAN
ACCORDING TO THE PLAT OF SAID RESUBDIVISION RECORDED DECEMBER 29,
1999, AS DOCUMENT R99-157784 IN WILL COUNTY ILLINOIS.

PARCEL  3:   A NON-EXCLUSIVE EASEMENT FOR PARKING OVER  ALL  LOTS
CONTAINED  IN RENWICK PLACE BEING A SUBDIVISION OF  PART  OF  THE
NORTHWEST 1/4 OF SECTION 22 TOWNSHIP 36 NORTH RANGE 9 EAST OF THE
THIRD  PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED
AUGHTS   14,  1998,  AS  DOUCMENT  NUMBER  R98-094653   AND   THE
RESUBDIVISION OF LOT 8 OF RENSICK PLACE BEING A RESUBDIVISION  OF
PART OF THE NORTHWEST 1/4 OF SECTION 22 TOWNSHIP 36 NORTH RANGE 9
EAST  OF  THE THIRD PRINCIPAL MERIDIAN ACCORDING TO THE  PLAT  OF
SAID  RESUBDIVISION RECORDED DECEMBER 29, 1999 AS  DOCUMENT  R99-
157784 IN WILL COUNTY ILLINOIS.


                           EXHIBIT B
                              TO
                        LEASE AGREEMENT


Attached    to   and   forming   a   part   of   Lease    between
______________________________ and ARAMARK EDUCATIONAL RESOURCES,
INC.,  a  Delaware corporation, d/b/a Children's  World  Learning
Centers, dated ________________________, 2001.


MEMORANDUM OF LEASE


THIS   MEMORANDUM  OF  LEASE  is  dated  this  ________  day   of
_______________,        2001,        by        and        between
______________________________,   a   _____________   corporation
("Landlord"),        whose       mailing        address        is
______________________________
____________________ and ARAMARK EDUCATIONAL RESOURCES,  INC.,  a
Delaware  corporation,  d/b/a Children's World  Learning  Centers
("CWLC"), whose mailing address is 573 Park Point Drive,  Golden,
Colorado, 80401.

Landlord  has  granted, demised and leased the real property  and
improvements  described  below  ("Premises")  to  CWLC   on   the
following terms and conditions:

1.   Date of Lease:      ______________________________, 2001

2.   Description of Premises:

     INSERT LEGAL DESCRIPTION

     also known as _____________, ______________________

3.   Commencement Date:  _______________________________, 2001

4.   Term:          Fifteen (15) years

5.   Renewal Terms: Three 5-year options

6.   Purchase Option:    N/A

7.    Entry  of  a  court  order terminating  Lessee's  right  of
possession shall be sufficient evidence of the termination of any
rights established by such Memorandum of Lease.

     The purpose of this Memorandum of Lease is to give notice of
the  Lease  and of the rights created thereby, all of  which  are
hereby confirmed.




LANDLORD:
__________________________________________

                                                              By:
__________________________________________

                                                            Name:
__________________________________________

                                                           Title:
__________________________________________

                                                            Date:
__________________________________________