ASSIGNMENT AND ASSUMPTION OF LEASE


      This  Assignment and Assumption of Lease, dated as  of
September  19,  2003, is made between Transmitter  Crossing,
LLC,  an Alabama Limited Liability Company ("Assignor")  and
AEI  Net Lease Income & Growth Fund XIX Limited Partnership,
as  a  tenant in common, as to a thirty seven percent  (37%)
interest,  AEI Income & Growth Fund XXI Limited Partnership,
as  a  tenant in common, as to a thirty seven percent  (37%)
interest  and AEI Income & Growth Fund 24, LLC, as a  tenant
in  common,  as  to  a  twenty six  percent  (26%)  interest
(collectively, "Assignee").

      WHEREAS,  Assignor is the Landlord by  assignment  and
Winn-Dixie Montgomery, Inc. is the Tenant under that certain
Lease  dated  April 13, 1996, as same has been  amended  and
supplemented from time to time (collectively, the  "Lease"),
with  respect  to  certain  premises  demised  thereby  (the
"Premises");

      WHEREAS,  Assignee  is purchasing  the  real  property
containing  the Premises from Assignor pursuant  to  a  Real
Estate Purchase Agreement between Assignor and United Realty
Company, LLC, dated June 5, 2003 (the "Agreement"); and

      WHEREAS,  Assignor  wishes  to  assign  the  Lease  to
Assignee, and Assignee wishes to assume same.

      NOW,  THEREFORE, in consideration of the premises  and
the  mutual promises herein contained and contained  in  the
Agreement,  the receipt and sufficiency of which  is  hereby
acknowledged, the parties agree as follows:

          1.    Assignment of Lease and Guaranty.   Assignor
hereby  assigns, transfers, conveys and delivers to Assignee
all of its right, title and interest in and to the Lease and
the Guaranty of May 10, 1996 by Winn-Dixie Stores, Inc.

          2.     The  Lease.   Assignor  hereby  agrees  and
warrants  as  follows:  (i) a true and correct originals  of
the  Lease  and Guaranty have been delivered by Assignor  to
Assignee;  (ii)  the  Lease constitutes the  sole  agreement
between Assignor and the Tenant (defined below) with respect
to  the  premises  therein described; (iii)  the  Lease  and
Guaranty  are  unmodified and in full force  and  effect  in
accordance  with  their  terms; and (iv)  Assignor  has  not
given,  made  or  received, any notice of default  or  claim
under or with respect to the Lease.

          3.   Assumption of Lease by Assignee.  Assignee
hereby accepts the foregoing assignment and assumes and
agrees to perform all obligations, covenants and provisions
accruing or arising or required from and after the date
hereof with respect to the Lease.

          4.    Indemnity  from  Assignor.   Assignor  shall
indemnify and hold harmless Assignee from all claims, causes
of  action,  costs,  losses,  damages  and  attorney's  fees
arising out of or incurred in connection with the Lease,  if
any, prior to the Effective Date of this Agreement.

          5.    Indemnity  from  Assignee.   Assignee  shall
indemnify and hold harmless Assignor from all claims, causes
of  action,  costs,  losses,  damages  and  attorney's  fees
arising out of or incurred in connection with the Lease from
and after the Effective Date of this Agreement.

          6.    Counterparts. This document may be  executed
in  one  or more counterparts, each of which shall be deemed
to be an original and all of which together shall constitute
one and the same agreement.

     IN WITNESS WHEREOF, this Assignment and  Assumption  of
Lease  has  been  executed  by  the parties, or  by the duly
authorized  officer of  the  parties,  as of  the date first
written above.

                               Transmitter Crossing, LLC,
                               Assignor

                               By: West Point Properties, Inc.

                               By: /s/ Robert E McDade Jr
                                       Robert E. McDade, Jr as its
                                       President

STATE OF MISSISSIPPI
COUNTY OF LEE

Personally appeared before me, the undersigned authority in
and for the said county and state, on this 19th day of
September, 2003, within my jurisdiction, the within named
Robert E. McDade, Jr., who acknowledged that he is President
of West Point Properties, Inc., the sole member of
Transmitter Crossing LLC, an Alabama limited liability
company, and that for and on behalf of the said limited
liability company, and as its act and deed, he executed the
above and foregoing instrument, after first having been duly
authorized by said limited liability company so to do.


                               /s/ L Kay Mason
                                   Notary Public

My Commission Expires:
June 3, 2007
(SEAL)



                              AEI Net Lease Income & Growth
                              Fund XIX Limited Partnership,
                              Assignee

                              By:  AEI Fund Management XIX, Inc.

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

STATE OF MINNESOTA  )
                                   )SS.
COUNTY OF RAMSEY    )

       BEFORE  ME,  the  undersigned  Notary  Public,   duly
commissioned  and  qualified within and for  the  State  and
County aforesaid,

      Personally came and appeared, Robert P. Johnson,  that
he  is  the  President  of AEI Fund  Management  XIX,  Inc.,
corporate general partner of AEI Net Lease Income  &  Growth
Fund  XIX Limited Partnership, and that as such officer  and
on  behalf  of  and  in  the name of  such  corporation,  on
September  18,  2003, he signed and executed the  above  and
foregoing  instrument, and said appearer  acknowledged  said
instrument  to be the free act and deed of said corporation,
for the purposes and considerations therein expressed.

      IN WITNESS WHEREOF, this instrument is executed in the
presence  of  the  undersigned witnesses and  me,  a  Notary
Public, on this 18 day of September, 2003.


/s/ Michael B Daugherty
    Notary Public

(SEAL)



                              AEI Income & Growth Fund XXI
                              Limited Partnership, Assignee

                              By: AEI Fund Management XXI, Inc.

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

STATE OF MINNESOTA  )
                                   )SS.
COUNTY OF RAMSEY    )

       BEFORE  ME,  the  undersigned  Notary  Public,   duly
commissioned  and  qualified within and for  the  State  and
County aforesaid,

      Personally came and appeared, Robert P. Johnson,  that
he  is  the  President  of AEI Fund  Management  XXI,  Inc.,
corporate  general partner of AEI Income & Growth  Fund  XXI
Limited Partnership, and that as such officer and on  behalf
of  and  in  the name of such corporation, on September  18,
2003   he  signed  and  executed  the  above  and  foregoing
instrument,  and said appearer acknowledged said  instrument
to  be  the free act and deed of said corporation,  for  the
purposes and considerations therein expressed.

      IN WITNESS WHEREOF, this instrument is executed in the
presence  of  the  undersigned witnesses and  me,  a  Notary
Public, on this 18 day of September, 2003.


/s/ Michael B Daugherty
      Notary Public

(SEAL)



                              AEI Income & Growth Fund 24
                              LLC, Assignee

                              By: AEI Fund Management XXI, Inc.

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




Issuing Office File No.:  34632-T

PARCEL I:

A  parcel of land located within Lots 24, 25 and 40  of  The
St.  Andrew's Bay Development Company's Plat of Section  24,
Township  3  South,  Range  14 West,  Bay  County,  Florida,
recorded   in  Plat  Book  6,  Page  16,  more  particularly
described as follows:

Commence  at  the  Northeast corner of Lot  24  of  the  St.
Andrews  Bay  Development  Company's  Plat  of  Section  24,
Township 3 South, Range 14 West, Bay County, Florida; thence
run  North 90 00 East, 247.51 feet; thence South 38 58 East,
334.41  feet  to  the  Northwesterly  right-of-way  of  U.S.
Highway No. 231; thence South 52 26 West along said Right of
Way,  a distance of 630.46 feet; thence North 89 28 24 West,
88.73 feet to the Point of Beginning; thence South 28 45  40
East,  56.95 feet to the Northwesterly right-of-way of  U.S.
Highway No. 231; thence South 52 26 West, 515.96 feet  along
said  right-of-way line ; thence North 30 20 25 West, 165.45
feet; thence North 86 31 17 West, 86.29 feet to the Easterly
right-of-way of Transmitter Road; thence North 3 32 45  East
289.68 feet along said right-of-way; thence South 86  35  29
East,  27.90  feet; thence North 3 32 45  East  289.68  feet
along  said  Transmitter Road right-of-way to the  Southerly
right-of-way  of 37th Plaza; thence South  88  24  35  East,
510.94  feet  along  said  Southerly  right-of-way  to   the
Northwest  corner  of  the  poperty  described  in  Deed  to
Richardson Cabinet Supply, Inc., recorded in O.R. Book 1430,
Page  894,  Bay County Records; thence South 3 45  06  West,
295.84  feet  and  along the West line  of  said  Richardson
Cabinet Supply, Inc. property to the Point of Beginning.

PARCEL II:

Non-exclusive temporary construction easement, non-exclusive
encroachment easement, non-exclusive easements for  ingress,
egress,  utilities and parking as disclosed in the  Covenant
and  Easement Agreement between Bauman Chiropractic  Clinic,
P.A.,  and Transmitter Crossing, L.L.C., dated may 15, 1996,
recorded  May  28, 1996 in O.R. Book 1635,  page  1789,  Bay
Coutny Records over the lands described as follows:

A  Parcel  of land located within Lot 40 of the St.  Andre's
Bay  Development Company's Plat of Section 24,  Township  3,
South,  Range 14 West, Bay County, Florida more particularly
described as follows:

Commence  at  the  Northeast corner of Lot  24  of  the  St.
Andrew's  Bay  Development Company's  Plat  of  Section  24,
Township 3 south, Range 14 West, Bay County, Florida; thence
run  North 90 00 East, 247.51 feet; thence South 38 58 East,
334.41  feet  to  the  Northwesterly  right-of-way  of  U.S.
Highway No. 231; thence South 52 26 West along said right of
way,  a distance of 630.46 feet; thence Nroth 89 28 24 West,
88.73  feet; thence South 28 45 40 East, 56.95 feet  to  the
Northwesterly right-of-way of U.S. Highway No.  231;  thence
South 52 26 West 515.96 feet to the Point of Beginning along
said  right-of-way line; thence continue South  52  26  West
19.73  feet along said right-of-way line thence North 30  20
25  West 151.61 feet; thence North 86 31 06 West, 79.07 feet
to  the  Easterly right of way of Transmitter  Road;  thence
North  3  23  32 East, 24.45 feet along said right  of  way,
thence South 86 31 17 East, 86.29 feet; thence South  30  20
25 East, 165.45 feet to the Point of Beginning.



                SUPPLEMENTAL LEASE AGREEMENT

      THIS SUPPLEMENTAL LEASE AGREEMENT (the "Agreement") is
made  this September 2, 1997, between WINN-DIXIE MONTGOMERY,
INC., a Kentucky corporation, (the "Tenant") and TRANSMITTER
CROSSING,  L.L.C. an Alabama limited liability company  (the
"Landlord").

     WHEREAS, Tenant and landlord entered into a Lease dated
May  10,  1996,  as amended and/or evidenced by  Short  Form
Lease dated May 10, 1996, recorded in Official Records  Book
1641, page 1317 of the public records of Bay County, Florida
(the  "Lease")  for the use and occupancy  of  the  Premises
described therein;

      NOW,  THEREFORE,  pursuant to the  provisions  of  the
Lease, Tenant and Landlord mutually agree as follows:

     1.   The Commencement Date of the Term is June 12, 1997.

     2.   The Term shall expire at midnight Easter Time on June
          11, 2017, unless earlier terminated or later extended as
          provided for in the Lease.

     3.   All undefined capitalized terms used herein are as
          defined in the Lease.

     IN  WITNESS WHEREOF, the parties hereto have signed and
     sealed  this  Agreement on the  date  first  set  forth
     above.

     Signed, sealed and delivered
     In the presence of:

     /s/ Lydia Hope Frost                 WINN-DIXIE MONTGOMERY, INC.
     Print Name: Lydia Hope Frost

     /s/ Laura  E  Banghman                By: /s/ James Kufeldt
     Print Name; Laura E Bangham                   James Kufeldt
                                           Its Vice President
     /s/ L Kay Mason                       Date  September 5, 1997
     Print Name: L Kay Mason

     /s/ Penny Pynkaer                     TRANSMITTER CROSSING LLC
     Print Name Penny Pynkaer              WEST POINT PROPERTIES INC
                                           MEMBER

                                           By: /s/ Robert E McDade Jr.
                                                   Robert E McDade Jr
                                           Its Vice President
                                           Date July 30, 1998



     STATE OF FLORIDA)
     COUNTY OF DUVAL )

     The  foregoing  instrument was acknowledged  before  me
     this  September  5,  1997, by James  Kufeldt,  as  Vice
     President  of  Winn-Dixie  Montgomery,  Inc.,  Kentucky
     corporation,  on  behalf  of the  corporation,  who  is
     personally known to me.

     /s/ Laura E Baughman
     Printed Name  Laura E Baughman
     Notary Public, State and County aforesaid
     My Commission Expires
     Notary Id No
     (NOTARIAL SEAL)



       ACKNOWLEDGEMENT OF SUPPLEMENTAL LEASE AGREEMENT

     State of Mississippi
     County of Clay

     The   Supplemental  Lease  Agreement  was  acknowledged
     before  me  this  30th day of July, 1998  by  Robert  E
     McDade,   Jr.,   as  Vice  President  of   West   Point
     Properties,  Inc;  a Mississippi corporation;  managing
     member  of  Transmitter Crossing,  L.L.C.,  an  Alabama
     limited  liability company, on behalf of said  company.
     He being fully authorized by said corporation so to do.
     He is personally known to me.


                              /s/ L Kay Mason
                              L. Kay Mason, Notary Public
                              State of Mississippi at Large


     (SEAL)

     My Commission Expires: June 3, 1999






                              LEASE


      THIS  LEASE, made this 13 th day of April, 1996 between  SRC  REALTY,
L.L.C.,  an  Alabama limited liability company ("Landlord") and  WINN-DIXIE
MONTGOMERY, INC., a Kentucky corporation authorized to do business  in  the
plural, and the heirs, legal representatives, successors and assigns of the
respective parties;


                           WITNESSETH:


PREMISES

                 That  the Landlord, in consideration of the rents  herein
        reserved  and the covenants of the Tenant, does hereby  lease  and
        demise  unto Tenant, for the life term hereinafter specified,  the
        following described land and improvements thereon:


That  certain  piece, parcel or tract of land  located  near  the
northeasterly  corner of the intersection of U .S.  Highway  #231
and  Transmitter  Road in the City of Panama  City,  Bay  County,
Florida, more particularly described as:








A  parcel of land containing 6.45 Acres (281,135.08 Square feet), more  or
less   located  within  Lots  24,  25 and  40  of  The  St.  Andrew's  Bay
Development Company's Plat of Section 24, Township 3 South, Range 14 West,
Bay County, Florida as recorded in Plat Book 6, Page 16; more particularly
described as follows:

Commence  at  the  Northeast  corner of Lot 24  of  the  St.  Andrews  Bay
Development Company's Plat of Section 24, Township 3 South, Range 14 West,
Bay  County, Florida; thence run N 90 00' E, 247.51 feet; thence S 38  58'
E,  334.41 feet to the Northwesterly Right-of-Way of U.S. Highway No. 231;
thence S 52 26' W along said R.O.W. a distance of 630.46 feet; thence N 89
28'24" W, 88.73 feet to the Point of Beginning; thence S 28 45'40 E, 56.95
feet  to the Northwesterly R.O.W. of U.S. Highway No. 231; thence S 52  26
W,  515.96 feet along said R.O.W. line; thence N 30 20 25  W, 165.45 feet;
thence  N  86  31'17 W, 86.29 feet to the easterly R.O.W.  of  Transmitter
Road; thence N 3 23 32W E, 238.82 feet along said R.OW.; thence S 86 35 29
E, 27.90 feet; thence N 3 32 45 E, 289.68 feet along said Transmitter Road
R.O.W.  to the Southerly R.O.W. of 37th Plaza; thence S 88 24 35 E, 510.94
feet along said Southerly R. 0. W. to the Northwest corner of the property
described in deed to Richardson Cabinet Supply, Inc. recorded in O.R. Book
1430,  Page 984, Bay County Records; thence S 3 45 06 W, 295.84  feet  and
along the West line of said Richardson Cabinet Supply, Inc property to the
Point of Beginning.


Together  with a store building, approximately 220 feet in  width  by  200
feet  in  depth, together with vestibule and rear receiving room,  parking
area,  sidewalks, service areas and other improvements to  be  constructed
thereon  by Landlord according to plans and specifications to be  approved
by  the  parties  as herein provided, such land, store, building,  parking
area,  sidewalks,  service areas and other improvements being  hereinafter
known as the "demised premises."



TERM  FOR  THE TENANT TO HAVE AND TO HOLD from the date when Tenant  opens
the  demised premises for the transaction of its business for  an  initial
term of twenty (20) years from the commencement date. The parties agree to
execute a supplemental agreement documenting the commencement date.


RENTAL     I.  The  Tenant  agrees  to pay  to  the  Landlord  as  minimum
guaranteed rental for the demised premises during the term of this  lease,
and any extensions thereof, the sum of Three Hundred Seventy Four Thousand
and  No/100 Dollars ($374,000.00) per annum. The minimum guaranteed rental
shall  he  paid  in twelve (12) equal monthly installments  of  Thirty-One
Thousand One Hundred Sixty Six and 67/100 Dollars ($31,166.67) per  month,
which installments shall he due and payable in advance on the first day of
each  and  every  calendar  month of the lease term,  and  any  extensions
thereof.


In  addition,  the  Tenant agrees to pay the Landlord a  percentage  rental
equal  to  the amount, if any, by which one per cent (1%)of Tenant's  gross
sales  made from the demised premises in each fiscal year of Tenant  during
the  term  of  this lease, and any extensions thereof, exceeds the  minimum
guaranteed annual rental.


Any  excess rent which may become due by reason of the percentage of  sales
provision  shall he payable by the Tenant within sixty (60) days after  the
expiration  of  each  fiscal year. However, upon final termination  of  the
lease,  if not extended, or upon termination of the last extension thereof,
any  excess  rent  which may be due by reason of the  percentage  of  sales
provision  shall  be payable by Tenant within sixty (60)  days  after  such
termination  or expiration of the leasehold. The percentage rent  for  each
fiscal  year  shall he calculated separately and without reference  to  the
volume  of  sales  of  any other year. For purposes of calculation  of  the
percentage  rental  due  hereunder,  the  Tenant's  fiscal  year  shall  he
approximately  July  1st  to  June 30th of each  year.  The  first  monthly
installment of rental shall be due on the first day of the next  succeeding
complete  calendar month after the date the lease commences as  hereinafter
provided,  and  shall  include any rent due for  the  preceding  fractional
month.  Both  guaranteed rental and percentage rental for fractional  years
and  fractional months occurring at the beginning and end of the  term,  or
any  extension  thereof,  shall be pro-rated on the  basis  of  the  annual
rental.


DEFINITION  1a.  The  term "gross sales" as used  herein  shall  mean  the
OF "GROSS   aggregate gross sales price of all merchandise sold in or from
SALES       from the demised  premises,  both for cash and on credit. Such
            term shall not include (1)  any  rental tax, or any sales tax,
            gross  receipts  tax,  or similar tax by whatever name called,
            the amount of which is determined by the amount of sales made,
            and which Tenant may be required to collect and account for to
            any governmental agency; (2) transfers of merchandise  made by
            the  Tenant  from the demised premises to any other  stores or
            warehouses of Tenant or  its affiliated companies; (3) credits
            or refunds  made  to customers  for  merchandise  returned  or
            exchanged;  (4)  all  sales of cigarettes and tobacco; (5) all
            receipts from vending machines, banks  and public  telephones;
            (6)  accommodation check cashing fees and accommodation sales,
            such   as  sales  of  postage  stamps, lottery entries,  money
            orders, government bonds or  savings stamps or similar  items;
            (7)  returns  of  merchandise  to  suppliers or manufacturers;
            (8)  net  amount   of  discounts  allowed  to  any  customers,
            including discounts resulting from the issuance to   customers
            of  trading  stamps, receipts  or  coupons   for  exchange  of
            merchandise or other things of value; and (9)  merchandise  or
            other  things  of   value  issued  as  a premium in connection
            with   any   sales   promotion   program.   Tenant   makes  no
            representation or warranty as to the amount of sales it expects
            to make in the demised premises.

RECORD OF   lb.  The Tenant shall keep complete accurate books and records
SALES       of its gross  sales  made  from  the demised  premises,  which
            books and records shall be kept by the  Tenant  at the  office
            address designated for notices. At the end of each fiscal year,
            or at the  end  of  the leasehold, if it sooner occurs, and at
            such time  as  the  percentage  rental  shall be  payable, the
            Tenant shall  submit  to  the Landlord a  written statement of
            the  gross  sales  made by Tenant  from  the demised  premises
            during  the  preceding  fiscal year. Such statement  of  sales
            shall  be treated as confidential by the Landlord and shall be
            conclusive unless  the Landlord, within ninety (90) days after
            receipt thereof, shall cause applicable  records to be audited
            in a manner  not   to   unreasonably  interfere  with Tenant's
            business by a certified public accountant employed and paid by
            the Landlord.




USE         2. The  demised  premises may be used for a retail food store,
            commonly referred to as a supermarket,  dealing  primarily in,
            but not limited to foals and food products, or for the conduct
            of  any  mercantile,  retail  or  service  business (including
            discount businesses), including a pharmacy.



           Notwithstanding  the  foregoing, the demised premises shall  be
       initially  opened  and  used  for a  retail  food  store,   commonly
       referred  to  as "supermarket", and shall continue to be so operated
       for  such  purpose  only   for  a  period of six (6) months provided,
       however,  Tenant  shall  not  thereafter  be required to continue to
       remain  open  for  business  even  for  the  operation  of  a   food
       supermarket or otherwise.




           Tenant at all times  shall  fully and promptly comply  with  all
       laws, ordinances and regulations of every lawful  authority   having
       jurisdiction  of  the  premises,  as  such  shall  relate  to    the
       cleanliness and use of the premises and the  character and manner of
       operation  of  the business conducted in or at the premises.



           Tenant shall not generate, handle, use, store, treat, discharge,
       release or dispose of any Hazardous Material at he demised premises
       except in full compliance with all Environmental Laws (defined below).



           For purposes of this Section, the term "Hazardous Material" shall
       mean  all  hazardous, toxic or dangerous waste, substance or material
       defined   as   such   in   (or for  purposes  of)  the  Comprehensive
       Environmental Response, Compensation  and Liability Act of the United
       States  Congress,  or  in  any other law, regulation or order, now or
       hereafter in effect, of any  governmental   authority   regulating or
       imposing liability or standards of conduct relating to, any hazardous,
       toxic  or  dangerous  waste,  substance or material, all of said laws,
       regulations  and  orders  being  referred to herein as "Environmental
       Laws".





CONSTRUCTION  3. The  Landlord,  at  its  sole  cost  and  expense,   shall
OF STORE      diligently  proceed  to  construct a store building,  parking
              area, sidewalks,  service  area  and  other improvements  for
              use and occupancy BUILDING by Tenant as shown on the site plan
              attached hereto marked Exhibit "A" and in conformity with the
              plans and  specifications to be approved by both Landlord and
              Tenant. Said plans and  specifications  will  be initialed by
              the  parties  hereto and when initialed  shall  constitute  a
              part  of  this  lease.  Said  plans and specifications  shall
              provide for a completed store building, commonly referred  to
              as a "lock and key job". Tenant shall  furnish,  install  and
              connect  its  own trade fixtures and its compactor (or baler)
              on  concrete pad to be erected by Landlord.





           The Landlord, at its sole cost and expense, shall grade and pave
       the parking areas, together with the sidewalks, driveways and service
       area, and shall  provide  proper  and  adequate  water  drainage and
       lighting  system and operations therefor.



TITLE        3A. On or before thirty (30) days after the date on which  the
             last  of  both   Landlord and Tenant shall have executed  this
             Lease  (the  "Execution  Date"), Landlord  shall order from  a
             title   insurance  company reasonably  acceptable   to  Tenant
             (the "Title Company")  and deliver to tenant's  counsel at the
             address provided hereunder for  copies  of  notices, a  signed
             title insurance commitment dated no earlier than the Execution
             Date  naming  Tenant  as  the proposed insured and  committing
             to  insure  Tenant's  leasehold   and  any   easement   rights
             granted  to  Tenant in connection  therewith and shall provide
             Tenant with copies of all  title exceptions (the "Commitment").
             It shall be  a  condition  to  Tenant's obligation to pay rent
             under this Lease that title to Tenant's  leasehold and     the
             related easements, it' any, be subject only to those exceptions
             that are acceptable to Tenant or to which Tenant fails to timely
             object (collectively,   the  "Permitted Exceptions"). Landlord
             shall  deliver  the Commitment  to  Tenant on or before thirty
             (30) days after  the Execution Date (the "Delivery Deadline"),
             and Tenant shall have ten (10) days after receiving  both  the
             Commitment and the Survey, as hereinafter defined (the "Title/
             Survey  Review  Deadline")  to  examine the Commitment. Tenant
             shall, on  or before the Title/Survey Review Deadline, provide
             written objections,if any, to Landlord as to exceptions listed
             in the Commitment. If title is found  to  be  objectionable to
             Tenant, Tenant shall notify  Landlord in writing  on or before
             the Title/Survey Review Deadline as to those matters to  which
             it objects ("Tenant's Title Objection Notice"). If Tenant timely
             sends to Landlord  Tenant's  Title  Objection Notice, Landlord
             shall have ten (10)  days  after  the  date of receipt of such
             Tenant's  Title  Objection Notice to  notify Tenant in writing
             whether Landlord is willing,  in  its reasonable  judgment, or
             able to cure the objections  before  the  Closing ("Landlord's
             Title Objection Response"). If Landlord states  in  Landlord's
             Title  Objection  Response that it is unable or  unwilling  to
             cure  such objections, then Tenant shall have thirty (30) days
             to elect  by  written notice to  Landlord whether to (I) waive
             the unsatisfied  objections  and occupy the  demised  premises
             subject  to   such   title  defects,  or  (2) terminate   this
             Lease.   If  Landlord  states in Landlord's  Title   Objection
             Response  that  Landlord  is  willing to cure  the  objections
             stated  in Tenant's  Title  Objection  Notice, then  Landlord
             shall  use  reasonable efforts to  cure such objections on or
             before the Commencement  Date.  If Landlord  fails to so cure
             such objections, then Tenant may, at its  sole option, either
             (1) waive its objections and proceed  to  occupy  the demised
             premises  subject to the title defects; or (2) terminate this
             Lease.  On  or  before  the  Commencement Date, Landlord,  at
             Landlord's sole expense,  shall cause the  Title  Company  to
             issue to Tenant a  leasehold  title  policy showing  Landlord
             as the owner of the demised  premises  and  insuring Tenant's
             leasehold  and  the  Cross  Easement  subject  only  to   the
             Permitted Exceptions  in  the  amount  of $3,842,000.00  (the
             "Title  Policy").  If Landlord  fails  to  timely provide the
             Commitment or  the  Title  Policy,  Tenant may terminate this
             Lease.



SURVEY     3B.  On  or before thirty (30) days after the  Execution  Date,
Landlord  shall order from a surveyor licensed in the gate  in  which  the
demised premises is located and deliver to Tenant's counsel at the address
provided  hereunder  for copies of notices, six (6) sealed  copies  of  an
actual survey of the real property conducted or updated within ninety (90)
days  of  the  date of the Commitment, showing all improvements  currently
located  thereon and the projected location of the store building, parking
area, sidewalks, and service areas, (the "Survey"). Landlord shall deliver
the  Survey to Tenant on or before the Delivery Deadline. The Survey shall
show  the  metes  and  bounds  or plat legal description  of  the  demised
premises as shown on the Commitment, shall locate all exceptions shown  in
the  Commitment that are capable of being so located, and shall  hear  the
certificate  attached  hereto  as Exhibit  "B",  and  shall  he  otherwise
sufficient  to permit deletion of the survey exception from the Commitment
and  the  Title  Policy. Tenant shall have until the  Title/Survey  Review
Deadline  to review the Survey, if the Survey is found to be objectionable
to  Tenant,  Tenant  shall notify Landlord in writing  on  or  before  the
Title/Survey  Review  Deadline as to those matters  to  which  it  objects
("Tenant's  Survey Objection Notice"). If Tenant timely sends to  Landlord
Tenant's Survey Objection Notice, Landlord shall have ten (10) days  after
the  date  of receipt of such Tenant's Survey Objection Notice  to  notify
Tenant in writing whether Landlord is willing, in its reasonable judgment,
or  able  to  cure  the objections before the Closing ("Landlord's  Survey
Objection  Response"). If Landlord states in Landlord's  Survey  Objection
Response  that  it  is unable or unwilling to cure such  objections,  then
Tenant  shall have thirty (30) days to elect by written notice to Landlord
whether  to  (1) waive the unsatisfied objections and occupy  the  demised
premises  subject to such Survey defects, or (2) terminate this Lease.  If
Landlord  states in Landlord's Survey Objection Response that Landlord  is
willing to cure the objections stated in Tenant's Survey Objection Notice,
then  Landlord shall use reasonable efforts to cure such objections on  or
before  the  Commencement  Date.  If  Landlord  fails  to  so  cure   such
objections  and  proceed  to occupy the demised premises  subject  to  the
Survey defects; or (2) terminate this Lease. Within sixty (60) days  after
the Commencement Date, as defined in this Lease, Landlord shall provide to
Tenant  six (6) sealed copies of the Survey revised to show the store  "as
built".


ENVIRON-       3C.  On or before thirty (30) days after the Execution Date
MENTAL AUDIT   Landlord shall order and   deliver to Tenant's  counsel  at
               the address provided hereunder for copies of  notices on or
               before   the   Delivery  Deadline,  from  an  environmental
               consultant    reasonably    satisfactory   to  Tenant,   an
               environmental  audit  of  the demised premises addressed to
               Tenant which audit analyzes, addresses, investigates, and/or
               reports  as to those matters  recommended  to be included in
               a Phase I environmental site assessment pursuant to current
               ASTM standards (an "Audit"). Instead of providing the Audit,
               Landlord may provide a copy of an Audit  issued to Landlord
               within the  three  (3)  month  period immediately  prior to
               the  Execution  Date  together  with   a   letter from  the
               environmental   consultant  which   prepared   such   Audit
               stating that  Tenant  may rely thereon (the "Prior Audit").
               Tenant shall have  until  the Title/Survey Review  Deadline
               to  review either the Audit  or  the Prior Audit. If either
               reveals  any  environmental  condition  not  acceptable  to
               Tenant, in its sole judgment, Tenant shall notify  Landlord
               in writing. Landlord shall use reasonable efforts and shall
               have until sixty (60) days prior to the  Commencement  Date
               to  cure  any   environmental  condition   objected  to  by
               Tenant.  If Landlord fails to  so  cure  such environmental
               conditions, to Tenant's satisfaction, Tenant  may terminate
               this Lease.




C0NSTRUCTION  4.  The final plans and specifications for  construction  of
PERIOD        Tenant's  store building and other improvements provided for
              herein shall be approved by both parties on or before  April
              15, 1996  and in the event the parties shall not approve the
              final  plans and specifications  to be  evidenced  by  their
              initials thereon within said period, this lease shall be and
              become null and void and of  no  further  force  and  effect
              unless  the  parties  hereto shall mutually agree in writing
              to  extend  the  period  for  approval  of  said  plans  and
              specifications.


The  Landlord  covenants  and agrees that the construction  of  the  store
building, parking area and other improvements shall begin by September  1.
1996  after  the approval of the plans and specifications by  the  parties
hereto  and  shall  be completed and tendered to the tenant  substantially
completed  and  ready  for occupancy by September  1.  1997  that  failing
therein, the Tenant may, at its option, cancel and terminate this lease by
delivering  to  the  Landlord  a writing evidencing  its  election  to  so
terminate  and  the Tenant shall thereupon be relieved  of  and  from  all
liability hereunder; provided, however, that if the Landlord's failure  to
complete substantially said improvements within the stipulated time  shall
be  due  to  acts  of  God, strikes, riots, fire,  flood,  war,  delay  of
carriers,  material shortages, embargoes or inclement  weather,  or  other
similar  happenings which are beyond the control of Landlord, and provided
further  the  improvements  shall  be completed  with  all  due  diligence
commensurate  with such delay and in all events on or before  December  1.
1997,  said  option  to terminate shall not arise.  If  pursuant  to  this
paragraph Tenant shall cancel or terminate this lease or if Landlord fails
to  commence or substantially complete construction of the store  building
by  the  above  dates, Landlord agrees to give Tenant a  "first  right  of
refusal" on the same terms and conditions as Landlord is willing to  grant
to  a  bona fide third party, to be exercised within sixty (60) days after
receipt of notice of the terms and conditions from the Landlord, to occupy
any premises on the demised premises which Landlord may offer for use as a
food  supermarket. The "first right of refusal" shall be effective  for  a
period of three (3) years from the date of such cancellation.



COMMENCE-  5.  The Tenant shall open its store for business  within  sixty
MENT DATE  (60) days following substantial   completion by the Landlord of
           the construction of  the  store  building,  parking  area   and
           other improvements and delivery of same to the Tenant as herein
           provided;  and rent  shall  begin  to accrue hereunder upon the
           date that the Tenant  opens its  store  for  business,  or upon
           the  expiration   of  sixty  (60)  days  following  substantial
           completion  by  the  Landlord  of  the   construction   of  the
           improvements and delivery of same to the Tenant, whichever date
           shall sooner  occur.  Notwithstanding  the  foregoing,   Tenant
           shall   have   no obligation  to open its store for business or
           commence paying rent until Landlord has recorded an enforceable
           agreement creating certain restrictive covenants and reciprocal
           easements  for ingress and egress   and  parking  between   the
           demised premises and the  outparcel  identified on Exhibit  "A"
           as  "Not A Part of  This Development," in a  form substantially
           similar  to  that   attached  hereto  marked  Exhibit  "C."  No
           acceptance  of possession  of the demised premises, opening for
           business by  Tenant  nor payment of rent under this lease shall
           constitute acceptance by Tenant  of defective work or materials
           or  of  work  not  completed  in  accordance  with  plans   and
           specifications.





UTILITIES  6.  The  Tenant  agrees  to  pay  all  charges  for  telephone,
           electricity,  water,  gas and other utilities and services used
           by Tenant in  its  store  building, and Landlord agrees at  all
           times to  provide  Tenant with access to such utilities. Tenant
           shall be responsible for any charges for the fire alarm system,
           static  or flowing water to supply  the  fire sprinkler system,
           but  Landlord  shall  be responsible  for any "hook up" fees or
           other  charges incident to providing access  initially  to  any
           utility.



TENANT'S   7.  Upon  completion of construction  and  acceptance  of   the
REPAIRS    demised premises by Tenant,  Tenant agrees during  the  initial
           term hereby  granted  and  extension  or  renewal  thereof,  to
           perform   all   maintenance  necessary  to  keep  and maintain,
           including replacements, if necessary, the interior and exterior
           of the demised premises in good condition and repair (including
           the roof, structural, exterior  parts  of the demised premises,
           HVAC,  floor  surfacing, plate glass, automatic doors, plumbing
           and wiring),and to repair at or before the end of  the  initial
           term or any  extension  or  renewal thereof,  all  injury  done
           by the installation or removal of fixtures or property of Tenant
           Tenant  shall have the benefit of all manufacturers, installer's
           or  other  warranties  in  connection   with   the  items to be
           maintained by it. Additionally,  Tenant shall keep and maintain
           in good condition and repair the  parking  area, sidewalks  and
           service  areas  on  the  demised premises, including  sweeping,
           cleaning, lighting, snow and ice removal, if necessary, general
           repair  and  maintenance  of  all  paved  surfaces,  repainting
           and  restriping,  and maintenance of landscaped areas.



LANDLORD'S 8.  It is understood that this is intended to he a "net" lease
REPAIRS    as  far  as  maintenance  and   repair of the demised premises.
           Landlord covenants that Tenant's store building, parking area,
           sidewalks  and service  areas will he initially constructed SO
           as structurally to  comply with and conform to the requirements
           prescribed  by  any  and  all  ordinances, statutes, rules  or
           regulations  of  municipal  or  other  governmental  authority
           relating   to   public  health  and   sanitation   or   safety
           ("governmental requirements").




SIGNS      9.  Tenant  may,  with the prior approval  of  Landlord,  which
approval will not unreasonably be withheld, place, erect and maintain  any
signs  on  the  roof, walls, and any other places on or  about  the  store
building  which  signs  shall remain the property of  Tenant  and  may  be
removed  at  any  time  during the term of thE  lease,  or  any  extension
thereof,  provided Tenant shall repair or reimburse Landlord for the  cost
of  any  damage  to the store building resulting from the installation  or
removal of such signs.



Notwithstanding the foregoing, Landlord's approval of signs located in the
interior  of  the demised premises shall not he required,  and  Landlord's
approval  of  the  standard  signs used by a~ chain  tenant,  if  required
permitting has been obtained, shall not he required.



Tenant may construct a pylon sign shown on attached Exhibit "A" and located
at  the  entrance  of  the  demised premises from  U.S.  Highway  #231  for
containing  an  electrically  illuminated sign  advertising  only  Tenant's
business. Landlord shall hear the expense of installing electrical power to
the  pylon  area  including  wiring, hut  the  installation  of  the  pylon
advertising Tenant's business shall be at Tenant's expense. Landlord  shall
wire  the  pylon  directly to Tenant's electrical panel  located  at  store
building. Tenant shall be responsible for the cost of electricity  and  the
maintenance and operation of the pylon.



FIXTURES AND   10.  The Tenant, at its own expense, shall hove  the  right
ALTERATIONS    from  time  to time during the term  of this lease to  make
               any interior  alterations,  additions  and  improvements or
               exterior  alterations, including doors and  partitions,  in
               and to the demised premises which it may deem  necessary or
               desirable  and  which   do   not   adversely   affect   the
               structural  integrity  thereof,  but  it  shall  make  them
               in  a   good, workmanlike  manner  and  in  accordance with
               all valid  requirements  of municipal or other governmental
               authorities.  This  right  of  Tenant   shall  include  the
               erection of  interior partitions  and  the  installation of
               additional front and  rear doors. All permanent  structural
               improvements  shall  belong  to  the  Landlord and become a
               part  of  the  premises  upon termination or expiration  of
               this lease.



Tenant  may  construct  and build or install in the premises  any  and  all
racks, counters. shelves and other fixtures and equipment of every kind and
nature  as  may  be necessary or desirable in the Tenant's business,  which
racks,  counters,  shelves and other fixtures and equipment  shall  at  all
times  be and remain the property of the Tenant, and Tenant shall have  the
right  to remove all or any part of the same from the premises at any time;
provided,  Tenant  shall  repair or reimburse  Landlord  for  the  cost  of
repairing  any  damage to the premises resulting from the  installation  or
removal of such items.



INDEMNIFI-   11.  Tenant   agrees   to  indemnify  and  save  harmless  the
CATION       Landlord  from  any  claim  or  loss,  including    reasonable
             attorney's fees,  court  costs  and  the  reasonable  cost  of
             investigation,   by reason of an accident  or  damage  to  any
             person  or  property happening  in  the  demised premises  and
             Tenant agrees to carry, at its expense, comprehensive  general
             liability insurance  coverage  on  the  demised  premises in a
             company qualified to transact business in Florida. stipulating
             limits of liability  of  not less than $2,000,000.00. Landlord
             and  Landlord's mortgagee  shall  be   named   as   additional
             insureds. Certificates of  such  coverage  from  the   insurer
             providing  30-days notice to Landlord and Landlord's mortgagee
             prior to   cancellation  or  termination  shall  be  furnished
             to  Landlord  and Landlord's mortgagee.



So  long  as  Tenant's guarantor, Winn-Dixie Stores. Inc. maintains  a  net
worth  in  excess  of $100,000,000.00, Tenant shall be permitted  to  self-
insure  against  the  risks insured against by such  comprehensive  general
liability insurance covering claims or losses occurring within the  demised
premises.



CLEANLINESS    12. Tenant shall at all times keep the interior of the store
building  in  a  reasonably neat and orderly condition and shall  keep  the
delivery  areas of the building reasonably clean and free from rubbish  and
dirt.  Tenant will not make or suffer any waste of the demised premises  or
permit  anything  to  be done in or upon the demised  premises  creating  a
nuisance thereon, and Tenant further agrees to permit the Landlord  or  its
agent at all reasonable times to enter upon the premises for the purpose of
making  repairs  and  for  examining or showing  the  same  to  prospective
purchasers.


FIRE     13. In the event that Tenant's store building is totally destroyed
or partially damaged by fire, windstorm, or other casualty during the first
18 years of the  lease  term, then Landlord agrees to proceed  promptly and
without  expense  to  the  Tenant  to repair  the  damage  or  restore  the
improvements, remitting a fair and just portion of the rent,  according  to
the  unusable  space, until the store building is completely reinstated  or
restored.



If  damage  to the store building in excess of fifty percent (50%)  of  the
value  thereof occurs during the last two (2) years of the initial term  or
during  any  of  the option extension periods provided herein,  Tenant  may
terminate  the  Lease. However, if Tenant gives notice to  Landlord  within
thirty (30) days after such damage of its desire to extend the term of this
Lease for an additional period so as to expire ten (10) years from the date
of  completion  by  Landlord of restoration of  such  damage  on  the  same
conditions and for the same rentals, then upon such notice, Landlord agrees
to  repair  and restore Tenant's store building with all due diligence  and
this  Lease  shall continue. Thereafter, the remaining option  periods,  if
any,  shall be construed to follow upon the end of such extended term.  The
extension  shall be in addition to and not by exercise of option extensions
under Article 23 hereof.



If  damage of Tenant's building is fifty percent (50%) or less of the value
for  a casualty during the last two (2) years of the initial term or within
any   extension  term,  then  Landlord  shall  restore  the   building   as
contemplated by the first paragraph of this Article 13.



Landlord shall carry fire and extended coverage insurance on Tenant's storc
building,  and  other  improvements  on  the  demised  premises,  and   any
additions, alterations and improvements made thereto by Landlord or  Tenant
in  the amount of full insurable value thereof, above foundation walls, and
hereby  expressly  waives any and all claims against  Tenant  for  loss  or
damage due to fire, explosion, windstorm or other casualty covered by  such
insurance,  regardless  of  the  cause of such  damage,  including  without
limitation,  damage  res~ilting  from the  negligence  of'the  Tenant,  its
agents,  servants or employees. Likewise, Tenant expressly waives  any  and
all  claims against Landlord for loss or damage due to fire, etc.,  to  its
trade fixtures, equipment and inventory.



During  the term of this Lease and any extensions, Tenant agrees to pay  to
Landlord as additional rental the amount of the premium for Landlord's fire
and extended coverage insurance above described attributable to the demised
premises. Tenant's payment shall be reduced by any abatements, discounts or
refunds  actually received by Landlord. Landlord shall use its best efforts
to obtain liability coverage at competitive rates. Tenant shall be entitled
to  receive  from the Landlord copies of the statements for such  insurance
premiums. Notwithstanding the foregoing provisions. Tenant's obligation  to
pay  is  expressly conditioned upon receipt from Landlord  of  the  written
invoice  from such insurance premium no later thou six (6) months after  it
is  due.  Further.  Tenant shall not be required to pay  unless  and  until
Tenant  is  furnished with photocopies of the applicable insurance  policy,
including  the  declaration page of such insurance policy  and  such  other
information as Tenant may reasonably request.



QUIET      14.   The Landlord covenants, warrants and represents that  upon
ENJOYMENT  commencement  of  the  lease term, the demised premises, will be
           free  and  clear of all  liens and  encumbrances superior to the
           leasehold hereby created except Permitted Encumbrances  that the
           landlord has full right and power  to  execute  and perform this
           lease  and  to  grant  the estate demised herein: and  that  the
           Tenant  on  paying  the  rent herein reserved and performing the
           covenants  and  agreements   hereof  shall peaceably and quietly
           have, hold  and  enjoy  the  demised  premises  and all  rights,
           easements, appurtenances and privileges belonging or in  anywise
           appertaining thereto, during the full term of this lease and any
           extensions thereof.



The  Landlord warrants the non-existence of any zoning or other restriction
preventing or restricting use of the demised premises for the conduct of  a
mercantile,  retail or service business or use of common areas for  parking
purposes, and that should such zoning or other restriction be in effect  or
adopted  at  any  time  during  the  term  of  this  lease,  preventing  or
restricting Tenant from conducting a mercantile, retail or service business
or using the common parking area, sidewalks or service areas in conjunction
therewith,  the  Tenant at its option may terminate this  lease  and  shall
stand released of and from all further liability hereunder. Tenant's option
to  terminate  shall  be  effective, however, only if  Tenant  is  actually
prevented  from  conducting its supermarket business as permitted  in  this
Lease,  and such option shall not arise if the property may be  used  as  a
supermarket by reason of a non-conforming use.



TAXES AND   15.  All taxes, assessments and charges on land or improvements
LIENS       and  obligations secured  by  mortgage  or  other lien upon the
            demised premises  shall  be promptly paid by the Landlord prior
            to delinquency. The Tenant may perform, acquire  or satisfy any
            lien,  encumbrance,  agreement or obligation  of  the  Landlord
            which  may threaten its enjoyment of the demised premises,  and
            if  it   does  so  it  shall be subrogated to all rights of the
            obligee against the  Landlord  or  the demised premises or both
            and shall be reimbursed by the Landlord  for resulting expenses
            and disbursements,together with interest thereon at the maximum
            rate allowed by law. Additionally, if Tenant  so elects, it may
            pay  ad  valorem  real property  taxes  directly to the  taxing
            authority.




CONDEMNATION   16. If any part of the store building located on the demised
premises to be taken for any public quasi-public use, under any statute  or
by  right of eminent domain, or private purchase in lieu thereof, or in the
event  that  any portion in excess of fifteen percent (15%) of the  overall
parking  constructed for Tenant's use on the demised premises be so  taken,
or in the event that any portion of the demised premises (including parking
area)  be so taken so as to interfere materially or substantially with  the
conduct  of  Tenant's business in the demised premises, then  in  any  such
event,  the  Tenant shall be entitled to termination of this lease  at  its
option,  but  within  sixty  (60) days of its  receipt  of  notice  of  the
condemnation, and any unearned rent or other charges paid in advance  shall
be  refunded  to  the Tenant. In the event the Tenant  does  not  elect  to
terminate this lease as above provided or in the event of any taking  which
does  not  permit a termination by the Tenant, the Landlord shall  promptly
restore the premises to a condition comparable to the condition at the time
of  taking,  and the lease shall continue, but Tenant shall be entitled  to
such  division  of proceeds and abatement of rent and other adjustments  as
shall be just and equitable under all circumstances.



Notwithstanding the foregoing, Tenant shall not be entitled  to  any  award
for  loss of or loss in value of its leasehold, but only to separate awards
for  loss or damage to its trade fixtures and for the unamortized  cost  of
any  improvements  made  by  Tenant and moving, business  interruptions  or
similar expenses, if allowable.

DEFAULT   17. In the event the Tenant should fail to pay any of the monthly
installments of rent reserved herein for a period of more than twenty  (20)
days  after  Landlord  has  given Tenant written  notice  of  such  default
demanding payment of such installment of rent, or if the Tenant shall  fail
to  keep  or  shall violate any other condition, stipulation  or  agreement
herein  contained, on the part of the Tenant to be kept and performed,  and
if  such  failure or violation shall have continued for a period of  thirty
(30)  days after the Tenant shall have received written notice by certified
or  registered mail at its office address hereinafter designated. from  the
Landlord  to cure such violation or failure, then, in any. such event,  the
Landlord,  at its option, may either (a) terminate this lease  or  (b)  re-
enter the demised premises by summary proceedings or otherwise expel Tenant
and  remove  all  property there from and relet the premises  at  the  best
possible  rent obtainable, making reasonable efforts therefor  and  receive
the rent there from: but Tenant shall remain liable for the deficiency,  if
any. between Tenant's rent hereunder and the price obtained by Landlord  on
reletting.  However, a default (except as to payment of rentals)  shall  be
deemed  cured  if Tenant in good faith commences performance  requisite  to
cure  same  within thirty (30) days after receipt of notice and  thereafter
continuously  and  with  reasonable  diligence  proceeds  to  complete  the
performance  required to cure such default. The foregoing shall  not  limit
any  remedy available to Landlord by law or at equity and Tenant  shall  be
responsible  for  all Landlord's costs of collection (including  attorneys'
fees).




BANKRUPTCY     18. The Tenant further covenants and agrees that if, at  any
time, Tenant is adjudged bankrupt or insolvent under the laws of the United
States  or  of any state, or makes a general assignment for the benefit  of
creditors, or it' a receiver of all the property of the Tenant is appointed
and shall not be discharged within ninety (90) days after such appointment,
then  the  Landlord  may, at its option, declare the  term  of  this  lease
agreement at an end and shall forthwith be entitled to immediate possession
of the said premises.




CONSTRUCTION 19. Nothing herein contained shall constitute the Landlord as
RISKS        the  agent in any  sense  of  the    Tenant  in  constructing
             the improvements, and that the Tenant shall have no control or
             authority  over the construction of said improvements, beyond
             the right to reject the tender of the Tenant's store building
             for the causes herein stated and  to request change orders to
             be  paid  by Tenant. The tenant shall  not  in  any manner be
             answerable or accountable for any loss or damage arising from
             the negligence or the carelessness of Landlord or  Landlord's
             contractor  or  of  any  of  their subcontractors. employees,
             agents or servants by  reason  of Landlord's constructing the
             improvements pursuant to the terms of  this lease.   Landlord
             shall  indemnify  Tenant  and save Tenant harmless  from  and
             against: all mechanics', materialmen's, sub-contractors'  and
             similar liens: all claims and  suits for damage to persons or
             property from defects in material or from the use of unskilled
             labor; or from any negligence  caused by Landlord, Landlord's
             contractors,  sub-contractors or by any  of  their employees,
             agents  or  servants  during the  progress of  the  work   in
             constructing the improvements or from any faulty construction
             thereof.



      NOTICES   20.  All notices required to be given to Landlord hereunder
shall  be  sent  by registered or certified mail or delivery  service  with
receipt to, and all rent payments shall be made to Landlord at:


                         2100 Riverchase Center, Suite 230A
                         Birmingham, Alabama 35244


or  to  such  other address as Landlord may direct from  time  to  time  by
written  notice  forwarded to Tenant by registered  or  certified  mail  or
delivery service with receipt.

All  notices required to be given to Tenant shall be sent by registered  or
certfied mail to Tenant at:



                         1550 Jackson Forty Road
                         Montgomery, Alabama 36104-1718
                         Attention: Real Estate Manager

or  to such other address as Tenant may direct from time to time by written
notice  forwarded to Landlord by registered or certified mail  or  delivery
service with receipt.



END  OF    21. The  Tenant will yield  up the  demised  premises  and  all
TENANCY    additions thereto (except  signs  equipment and trade  fixtures
           installed  by  Tenant at its expense) at the termination of the
           tenancy in as good  and tenantable condition as the same arc at
           the beginning of Tenant's  occupancy  reasonable wear and tear,
           damage   by   fire   and   other  casualties  and  condemnation
           appropriation by eminent domain excepted.  It  is   understood,
           however,  that  Tenant  shall  not  be  required to restore the
           demised  premises to their original state. Any holding over  by
           Tenant of the demised premises after  the expiration of the term
           of this lease, or any extensions thereof, shall operate and  be
           construed  as  a  tenancy  from month to month only at the same
           rentals reserved herein and upon the same terms  and  conditions
           as contained in this lease.


ASSIGNMENT 22.  The Tenant may without the consent of the Landlord assign
AND        this lease,or sublease to a supermarket or food store or vacate
SUBLEASING the  demised  promises in whole or in part provdied the Tenant
           herein  shall continue to remain liable and responsible for the
           payment  of  rentals  and  due  performance of all other terms,
           covenants and conditions of this lease.


In  the event Tenant desires to assign its lease or to sublease the demised
premises for the conduct of some business other  than a supermarket or food
store  (except for an assignment or sublease to any corporation  or  entity
which is the parent of, subsidiary to, or affiliated with Tenant or to  any
entity with which Tenant merges or consolidates or to which it sells all or
substantially  all  of  its business in the county  in  which  the  demised
premises ore situated), Tenant shall give written notice to Landlord of its
desire  to  assign  or  sublease and shall disclose  the  identity  of  the
intended assignee or sublessee. and the terms of the intended assignment or
sublease. Within two (2) months after the delivery of such notice, Landlord
may  either  approve or disapprove the intended assignment or sublease.  If
Landlord approves the intended assignment or sublease. Tenant shall proceed
to  effect it. If Landlord disapproves the intended assignment or sublease.
Landlord agrees to accept assignment of or sublease of the demised premises
on  the  sonic  terms  as those offered by Tenant's  intended  assignee  or
sublease.  II  Landlord  fails  to  approve  or  disapprove  the   intended
assignment  or  sublease  within two (2) months  of  delivery  of  Tenant's
notice, the intended assignment or sublease shall be deemed approved.



In  the  event  the entire demised premises are vacated or  merchandise  or
services  are  not sold therein for a period in excess of six  (6)  months,
while  the  demised  premises may be used for the operation  of  a  general
mercantile  business (excluding temporary cessation of business  caused  by
happenings  beyond the control of Tenant), Landlord shall have  the  option
thereafter for a period of sixty (60) days (unless the premises shall  have
been reoccupied by Tenant for use as a supermarket) to terminate and cancel
this lease upon not less than thirty (30) nor more than ninety (90)   days'
written  notice  to  Tenant of its election so to do, unless within fifteen
(15)  days of receipt of such notice Tenant advises Landlord  that  Tenant,
prior to receipt of such notice, had in good faith committed to assign this
lease or sublease  the  demised  premises  to  a  third party for occupancy
within two (2) months from such notice.



In  the  event  of  any  assignment, sublease or  vacating  of  the  entire
premises, the annual rental thereafter shall become a fixed rent  which  is
the  sum of: (a) the overage percentage rental, if any, paid by Tenant  for
the  two full fiscal years of Tenant immediately preceding such assignment.
vacating  or  subletting,  and  (b)  the  minimum  guaranteed  rental   and
additional rentals provided for herein. This provision shall not  apply  in
the event such assignment or sublease shall be to any corporation or entity
which  is the parent of, subsidiary to or affiliated with Tenant or to  any
corporation or entity with which Tenant merges or consolidates or to  which
it  sells all or substantially all of its business in the county where  the
demised premises are situated. This demised   premises  without  consent of
Landlord to  any concessionaire or licensee or otherwise in connection with
the operation of Tenant's business in  the  demised  premises, provided the
sales(or the income to Tenant from service businesses)of such concessionaire
or licensee shall  be  included within the gross sales of Tenant, as defined
in Article 1 a.


EXTENSIONS     23.  It is further agreed that Tenant, at its option,  shall
be entitled to the privilege of five (5) successive extensions of this lease,
each extension to be for a  period of five (5) years and at the same rentals
and upon  the  same  terms and conditions as required herein for the initial
term.



Such  option privilege may be exercised by Tenant giving to the Landlord  a
notice  in  writing  at least six (6) months before the expiration  of  the
initial  term,  and  if  extended, at least  six  (6)  months   before  the
expiration  of such extended term, stating the intention of the  Tenant  to
exercise such option and the period for which such option is exercised  and
thereupon  this  lease shall be so extended without the  execution  of  any
other or further document.




EXCLUSIVE   24. The Landlord agrees that, if it owns or controls any property
SUPERMARKET located  within 1,000 feet  of the demised premises, it will not,
            without  the  written   permission  of  the  Tenant  directly  or
            indirectly,  lease  or rent such property to any person, firm  or
            corporation to  be used for or occupied by any  business  dealing
            in or which shall  keep in  stock  or  sell  any  staple or fancy
            groceries,  meats,  fish,  fruits, vegetables,   dairy  products,
            bakery  goods, or frozen foods:  nor  will  the Landlord   permit
            any tenant of any such property to sublet in any manner, directly
            or  indirectly,  any  such  property  to  any  person,  firm   or
            corporation to be used for or occupied by any business dealing in
            or  which  shall  keep  in  stock or sell any of the above listed
            items.





SUBORDINATE    25. The Tenant agrees that this lease shall at all times  be
subject  and  subordinate  to the lien of any mortgage  (which  term  shall
include  all  security  instruments) that may  be  placed  on  the  demised
premises by the Landlord: and Tenant agrees, upon demand, without cost,  to
execute  any instrument (in a form acceptable to Tenant) as may be required
to effectuate such subordination: provided, however, as a condition to this
subordination provision, the Landlord shall obtain from any such  mortgagee
an  agreement in writing, which shall be delivered to Tenant, providing  in
substance   that,  so  long  as  Tenant  shall  faithfully  discharge   the
obligations  on its part to be kept and performed under the terms  of  this
lease, its tenancy shall not be disturbed, nor shall this lease be affected
by  any default under such mortgage, and in the event of foreclosure or any
enforcement  of  any such mortgage. the purchaser at such foreclosure  sale
shall  be bound to Tenant for the term of this lease, the rights of  Tenant
hereunder  shall  expressly survive, and this lease shall in  all  respects
continue  in  full force and effect, provided, however, that  Tenant  fully
performs all of its obligations hereunder.


NOTICE TO 26.  Tenant agrees that it will give notice to any holder  of  a
LENDER         first  mortgage  (which  term shall  include  all  security
               instruments)  encumbering  the  demised premises  (provided
               Tenant has first been notified in writing of  the  name and
               address  of  such  mortgage  holder) of any defaults of the
               Landlord which would  entitle   Tenant  to  terminate  this
               lease or abate the rental payable hereunder, specifying the
               nature of the default  by the  Landlord,  and thereupon the
               holder of the mortgage shall have the right,  but  not  the
               obligation,  to  cure  such  default  and  Tenant  will not
               terminate this  lease or abate the rental payable hereunder
               by reason of such default unless and until it has  afforded
               the mortgage holder thirty (30) days, after such notice, to
               cure  such  default  and  a  reasonable period of  time  in
               addition  thereto  if  circumstances  are  such  that  said
               default cannot reasonably be cured within said 30-day period.

BENEFIT    27.  This lease and all of the covenants and provisions  thereof
shall  inure  to  the  benefit  of  and  be  binding  upon the heirs, legal
representatives,  successors   and  assigns  of  the  parties hereto.  Each
provision hereof shall be deemed both a  covenant and a condition and shall
run with the land.


TRANSFER BY  28.  In the  event  Landlord transfers Landlord's interest  in
LANDLORD     this  lease, Landlord agrees to promptly provide  Tenant  with
             documentary evidence, satisfactory to Tenant, of such transfer
             of Landlord's interest in this lease.

SHORT FORM   29.  The Landlord agrees that at any time on  request  of  the
LEASE        Tenant it will execute a short form  of  this  lease  in  form
             permitting its recording.

MARGINAL     30. The  marginal  titles appearing  in  this  lease  are  for
TITLES       reference only and shall not be considered  as   part  of this
             lease or in any way to modify, amend or  affect the provisions
             thereof.





COMPLETE     31. This written lease contains the complete agreement of the
AGREEMENT    parties with reference to the leasing of the demised premises,
             except plans and specifications for Tenant's store and related
             improvements  to be formally approved by the parties prior to
             the  effective date of this lease. No waiver of any breach of
             covenant herein  shall  be construed  as  a   waiver  of  the
             covenant itself or any  subsequent  breach thereof.





REAL ESTATE  32. During the term of this Lease and any extensions  thereof,
TAXES        Tenant  agrees  to pay to Landlord as  additional  rental  the
             amount  of  ad  valorem real estate taxes  levied against  the
             demised premises.  Tenant  shall be responsible  only  for its
             pro rata share of such taxes  for fractional  years  occurring
             at the commencement and expiration of  the  term of this Lease
             and any extensions thereof.



The  taxes,  for which Tenant is to reimburse Landlord, shall be  less  any
abatements,  discounts  (whether or not taken)  or  refunds  thereon.  Upon
request  of  Tenant,  Landlord agrees to exhibit to  Tenant  the  paid  tax
statements  as evidence of the basis upon which any increase  in  taxes  is
chargeable . All taxes, other than ad valorem real estate taxes,  including
special assessments, improvements liens and the like shall remain the  sole
responsibility  of  the Landlord. However, Tenant shall remain  responsible
for sales taxes on rentals levied by law on leases.



Tenant  shall  have the right from time to time to contest  or  protest  or
review by legal proceedings or in such other manner as may be provided, any
such  taxes,  assessments or other governmental impositions aforementioned,
and to institute such proceedings in the name of the Landlord as the Tenant
may  deem  necessary:  provided, however, any expense  incurred  by  reason
thereof shall be borne by the Tenant and such proceedings conducted free of
all expense to the Landlord.



Notwithstanding  the above, it is agreed that Tenant's obligation  to  make
the  payments  herein described is expressly conditioned upon receipt  from
Landlord  of'  a  written  statement for such ad valorcm  real  estate  tax
contributions (as well as the other documents described herein if requested
by  Tenant) no later than June 1 of the calendar year following the year in
which the taxes were due.

EXPANSION  33.   Tenant is hereby granted the option and privilege  at  any
OPTION     time during the term of this Lease or any extensions thereof, of
           enlarging its store  building  by incorporating  the area on its
           westerly (left) side with an addition  not exceeding  sixty (60)
           feet ii width by two hundred (200)  feet  in  depth. Thereafter,
           Landlord agrees to construct  such addition   for  occupancy  by
           Tenant,  in  accordance  with  plans  and  specifications  to be
           approved  by  the parties,  with all due diligence. The addition
           shall he of like quality  of construction as  Tenant's  original
           building.  Landlord  agrees  that  the  wall of Tenant's   store
           building  adjoining  the  expansion  areas  shall he constructed
           with  steel  column equivalently spaced to the  nearest  row  of
           steel   column  supports   within  the  open  area  of  Tenant's
           demised  store building,  and  such  wall  supports shall  be of
           sufficient  load  bearing capacity  to  carry the roof   support
           system  across  the   full   span  of  the  original  and of the
           expanded building width.



If, at the date of completion of any such building addition, fewer than ten
(10)  years of the term of this Lease remain, the term of this Lease  shall
he  extended  for the period of time necessary to provide a full  ten  (10)
years  from  that date. Thereafter, for the balance of the term,  including
extensions,  the  annual  minimum  guaranteed  rental  (and  the  base  for
computation of percentage rental) shall be increased by the greater of:  an
amount  equal to twelve percent (12 %) of the cost of the addition,  or  an
amount  equal to $8.50 per square foot of the enlarged area, or  an  amount
equal  to  a  computed percentage multiplied by the cost of such  addition,
such percentage  being  equal to four percent (4%) plus  the current  prime
interest rate  (as published  by the Federal Reserve or in the Wall  Street
Journal or  similar public  source)  at  the time of the  exercise  of  the
option.  At  Tenant's request,  the  construction cost shall he established
by bids obtained by Landlord from at least  three (3) reputable contractors
acceptable  by Tenant. The final cost of the addition upon completion shall
be  certified by the general contractor performing the work. If the term of
this Lease is extended to provide a full ten (10) year term, the provisions
of the  Lease shall remain in effect, and the option periods, if any, shall
follow  upon  the  end  of  the  extended  term.  Rentals,  as adjusted  by
reason of the addition, shall continue. Upon completion, the addition shall
be a part  of the  demised premises, and  all  references  to  the  demised
premises  contained in  this  Lease shall he  construed  to  include   both
Tenant's store  building and the addition.



Causing  any  addition  to be constructed is the  sole  obligation  of  the
Landlord,  its  heirs,  legal  representatives,  successors  and   assigns.
However,  nothing contained in this Lease shall constitute any  express  or
implied  obligation  on  the  part  of  the  holder  of  a  first  mortgage
encumbering the fee simple title to the demised premises, or on the part of
any  purchaser at a sale under foreclosure of that mortgage, to comply with
the  terms  and  provisions  of this Article 33.  Additionally,  Landlord's
obligation  shall  not limit Tenant's right to undertake and  complete  the
addition at its own cost, as described later in this Article 33.



If  Landlord,  for any reason, fails or refuses to construct  the  building
addition  contemplated  after  Tenant has properly  exercised  its  option,
Tenant, as its sole remedy and at its option, and at its own expense, shall
have  the right to construct the building addition of the size and  quality
set  forth above. If Tenant constructs the addition, Tenant agrees to cause
any mechanics' liens incurred by and in connection with such addition to he
promptly  discharged, Tenant further agrees to indemnify and hold  Landlord
harmless  from  any expense occasioned by Tenant's construction.  If,  upon
completion and occupancy of a building addition by Tenant, fewer  than  ten
(10)  years  of  the  term of this Lease remain, the lease  term  shall  he
extended  for  a period of time necessary to provide a full ten  (10)  year
term.  For ten (10) years following the date of completion of the addition,
there  shall he no increase in minimum guaranteed rental and the  base  for
calculation of percentage rental, if any, shall be increased by  an  amount
equal  to  the  greatest of the three (3) factors set forth in  the  second
paragraph  of this Article 33. Upon expiration of ten (10) years  following
the  date  of  completion  of the addition, the  base  for  calculation  of
percentage  rental  shall  revert to the minimum annual  guaranteed  rental
established in Article I of this Lease.



Regardless  of which party constructs Tenant's addition, the  size  of  the
premises  as expanded shall be used to calculate Tenant's payment  of  real
estate taxes and insurance premiums.

LIMITATION   34.  Notwithstanding  anything  to  the contrary  provided  in
OF           this  lease,  if  Landlord  or  any  successor  in interest of
LIABILITY    Landlord is an individual, joint  venture,  limited  liability
             company,  tenancy  in  common firm  or  partnership,general or
             limited,  there  shall  be absolutely no personal liability on
             the part of such individual  or  on the part of the members of
             such firm, limited  liability company,  partnership  or  joint
             venture with  respect to any  of  the   terms,  covenants  and
             conditions of this Lease. Tenant  shall  look  solely  to  the
             equity of Landlord or such successor in interest in the demised
             premises  for  the  satisfaction  of  each and every remedy of
             Tenant in the event of any breach  by  Landlord of any of  the
             terms,  covenants  and   conditions  of   this  Lease.    This
             exculpation of personal liability is absolute and without  any
             exception whatsoever.

SELF-HELP    35.  If  Landlord defaults in the performance or observance of
             any agreement or condition in this Lease contained on its part
             to be performed or observed, and  if  Landlord fails  to  cure
             such  default within thirty (30) days after receipt of written
             notice from Tenant specifying the default(or fails within said
             period  to commence  to  cure such default and  thereafter  to
             prosecute  the  curing  of such default to completion with due
             diligence), Tenant may, at it's option,  without  waiving  any
             claim  for  damages  for  breach  of  agreement, at  any  time
             thereafter, cure such default for the account of the Landlord,
             and  any amount  paid  or  any  contractual liability incurred
             by Tenant in  so  doing shall be  deemed  paid or incurred for
             the account of Landlord.  Landlord agrees to reimburse  Tenant
             therefor or save Tenant  harmless  from such liability. Tenant
             may  cure  any default as aforesaid prior to the expiration of
             said thirty (30) days but after said notice to Landlord,if the
             curing of such default  prior to the expiration of said thirty
             (30)  days  is  reasonably  necessary  to  protect  the   real
             estate  or  Tenant's interest therein  or to prevent injury or
             damage to persons or property. if Landlord fails  to reimburse
             Tenant  upon  demand  for  any amount paid for the  account of
             Landlord hereunder, said amount may be deducted by Tenant from
             the next or any succeeding payments of rent due hereunder.


ESTOPPEL     36. Within  a  reasonable time,  but  no  less  than  ten (10)
CERTIFICATE  business  days,  after   Landlord's  written  request,  Tenant
             agrees  to  execute  and  deliver  to  Landlord  an   estoppel
             certificate  in  the  form attached hereto as Exhibit `i" (an
             "Estoppel Certificate").Notwithstanding the forgoing, Landlord
             shall not request, and Tenant shall not be required to deliver
             more than  two (2)  Estoppel  Certificates  per calendar year,
             unless Landlord  pays  to  Tenant,  in  advance,  $500.00  per
             additional requested Estoppel Certificate.



          IN WITNESS WHEREOF, the Landlord and Tenant have executed this
agreement the day and year first above written.



Signed, sealed and delivered
in the presence of:

                                          SRC REALTY, L.L.C.,
                                          an Alabama limited
                                          liability company

  /s/ Theresa C Millican                  By: /s/ E Paul Strempel Jr
Printed Name  Theresa C Millican          Its Member
                                          Printed Name E Paul Strempel Jr
                                          Address: 2100 Riverchase Center,
                                          Suite 230A
                                          Brimingham AL  35244

                                          Attest: /s/ Rick L Griffith
                                          Its Member
 /s/ Robert D Jeukins                     Printed Name Rick L Griffith
Printed Name  Robert D Jeukins            Address 2100 Riverchase Center
                                          Suite 230A
                                          Brimingham AL  35244

                                                  LANDLORD

                                                  (CORPORATE SEAL)


                                          WINN-DIXIE MONTGOMERY, INC.

 /s/Cynthia N Crossland                   By: /s/ James Kufeldt
Printed Name  Cynthia N Crossland         Its Vice President
                                          Printed Name James Kufeldt
                                          Address 1550 Jackson Ferry Road
                                          Montgomery AL  36104-1718

 /s/ Rebecca L Sawyer
Printed Name  Rebecca L Sawyer            Attest /s/ W.O. Scaife Jr
                                          Assistant Secretary
                                          Printed Name W.O. Scaife Jr
                                          Address 1550 Jackson Ferry Road
                                          Montgomery AL  36104-1718

                                                  TENANT

                                             (CORPORATE SEAL)

STATE OF ALABAMA

COUNTY OF SHELLY

     The foregoing instrument was acknowledged before me this 13 day of April,
19 , by E. Paul Strempel Jr and Rick Griffith Member and Member, respectively,
of SRC REALTY L.L.C. an Alabama company, who is [please check] [ ] personally
known to me or [x] who has produced Drivers License as identification.

Given under my hand and official seal this 13 day of April, 1996

                                        /s/ Carla Michelle Hayes
                                        Printed Name Carla Michelle Hayes

(NOTARIAL SEAL)                         Notary Public, State and County
                                        aforesaid.
                                        My Commission Expires: Dec 10,1999
                                        Notary ID No



STATE OF FLORIDA

COUNTY OF DUVAL

The foregoing instrument was acknowledged before me this may 10, 1996, by
James  Kufeldt  President  and  W.O.  Scaife  Jr,   Assistant  Secretary,
respectively, of WINN-DIXIE  MONTGOMERY, INC., a Kentucky corporation, on
behalf of the corporation, who is personally known to me.

Given under my hand and official seal ths 10 day of May 1996.


                                        /s/ Rebecca L Sawyer
                                        Printed Name Rebecca L Sawyer

(NOTARIAL SEAL)                         Notary Public, State and County
                                        aforesaid.
                                        My Commission Expires
                                        Notary ID No.