ASSIGNMENT
                             OF
                     PURCHASE AGREEMENT

      THIS ASSIGNMENT made and entered into this 19th day of
August  2003,  by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI INCOME &  GROWTH
FUND   XXI   LIMITED   PARTNERSHIP,  a   Minnesota   limited
partnership ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on the 4th of August 2003, Assignor  entered
into a Purchase Agreement ("the Agreement") for that certain
property known as a Winn-Dixie store located at 3621 Highway
231  North,  Panama  City, FL (the "Property")  with  United
Realty Companies LLC as Seller/Lessee; and

     WHEREAS, Assignor desires to assign an undivided thirty-
seven percent (37.0%) of its rights, title and interest  in,
to  and  under  the  Agreement to  Assignee  as  hereinafter
provided;

      NOW, THEREFORE, for One Dollar ($1.00) and other  good
and  valuable  consideration, receipt  of  which  is  hereby
acknowledged,  it is hereby agreed between  the  parties  as
follows:

     1.    Assignor  assigns all of its  rights,  title  and
     interest in, to and under the Agreement to Assignee, to
     have  and  to  hold  the same unto  the  Assignee,  its
     successors and assigns;

     2.    Assignee  hereby  assumes all  rights,  promises,
     covenants,   conditions  and  obligations   under   the
     Agreement  to be performed by the Assignor  thereunder,
     and  agrees  to be bound for all of the obligations  of
     Assignor under the Agreement.

All  other  terms  and  conditions of the  Commitment  shall
remain unchanged and continue in full force and effect.

AEI FUND MANAGEMENT, INC.
("Assignor")


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

AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP
("Assignee")

BY: AEI FUND MANAGEMENT XXI, INC.


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












                   SALE-PURCHASE AGREEMENT
                           Between


                 UNITED REALTY COMPANIES LLC
           A New Jersey Limited Liability Company

                             And

                 AEI FUND MANAGEMENT, INC.,
                       or its Assigns











                          Premises:

                      WINN-DIXIE STORE
                       Panama City, FL







                   SALE-PURCHASE AGREEMENT


           SALE-PURCHASE  AGREEMENT, made this  4th  day  of
August,  2003, between UNITED REALTY COMPANIES  LLC,  a  New
Jersey  Limited Liability Company, having a mailing  address
at  No. 277 Fairfield Road/Suite 318, Fairfield, New Jersey,
07004-1931, (the "Seller") and AEI FUND MANAGEMENT, INC., or
its  assigns, having a mailing address at No. 1300 MN  World
Trade  Center, 30 Seventh Street East, St. Paul,  Minnesota,
55101, (the "Purchaser"), or Purchaser's assigns.

                    W I T N E S S E T H:

          1.  Premises Purchased.  Seller agrees to sell  to
Purchaser, and Purchaser agrees to purchase from Seller  the
following   (hereinafter   collectively   referred   to   as
"Premises"):

              A.  The real property described in Exhibit "A"
attached hereto and made a part hereof (hereinafter referred
to as the "Land"), located in Panama City, Florida.

              B. The buildings and improvements (hereinafter
referred to as the "Improvements") which are located on  the
Land.

              C.   All  fixtures  and  equipment  and  other
personal property owned by Seller and affixed to the Land or
Improvements  including without limitation those  items  set
forth  in  Exhibit  "B", attached hereto  and  made  a  part
hereof.

              D.   All intangible property and the right  to
the use thereof, and subject to the rights of the tenant  in
possession under the lease, Seller's interest in such  lease
and any security deposit required thereunder.

               E.    Seller's  interest  in  any  easements,
covenants  and  other rights, appurtenant  to  the  Land  or
Improvements  and any land lying in the bed of  any  street,
road,  avenue, or alley, open, proposed or closed, in  front
of or adjoining the Land, to the center line thereof.

           2.    Purchase Price.  The consideration for  the
sale shall be as follows:

              A.   Within  three  (3) banking  days  of  the
effective  date of this Agreement, Purchaser  shall  deposit
the  amount of One Hundred Thousand and no/100 ($100,000.00)
Dollars  (hereinafter "Deposit") to Chicago Title  Insurance
Company,  (hereinafter  "Escrow Agent"),  having  a  mailing
address  at  No.  301 East Hanover Avenue,  Morristown,  New
Jersey,  07960,                   to be held  in  accordance
with the terms and conditions of Paragraph 15 hereunder.  In
the  event  this  deposit  is not posted  within  three  (3)
business  days of the Effective Date of this Agreement,  the
Agreement shall be null and void and of no further force  or
effect.

               B.   On  the  Closing  Date  (as  hereinafter
defined),   Purchaser  shall  wire  transfer  in   immediate
available  funds  in accordance with wiring instructions  to
Escrow  Agent the amount of Four Million Five Hundred  Fifty
Thousand  and no/100 ($4,550,000.00) Dollars.   The  Deposit
shall  be  credited against said amount and any  adjustments
and any net prorations chargeable against Seller shall be  a
credit  against  said sum; otherwise, said amount  shall  be
increased by the amounts chargeable against Purchaser; and

           3.    Intentionally omitted.

           4.   Permitted Exceptions to Title.  The Premises
shall be conveyed subject to the rights of the tenant on the
Lease Schedule described in Exhibit "E" attached hereto  and
made a part hereof, and subject to Purchaser's prior written
approval,  Lease  or extensions of the Lease  affecting  the
Premises made between the date hereof and the Closing  Date.
The  Lease  described  on Exhibit  "E"  and  such  Lease  or
extensions  of  the  Lease hereafter made being  hereinafter
referred  to as the "Lease".  The conveyance shall  also  be
subject  to  the  matters of record, if any,  set  forth  on
Exhibit  "F"  attached hereto and made a part  hereof.   The
Lease and the matters of record set forth in Exhibit "F" are
collectively referred to as the "Permitted Exceptions".

           Notwithstanding the above, Purchaser  shall  have
the   right   to   disapprove  Permitted   Exceptions   upon
examination.

           5.  Closing.  The Closing shall take place at the
offices  of  Purchaser  or  at a  place  and  time  mutually
acceptable to Seller and Purchaser.  The Closing shall occur
on  or  before  twenty  (20) days  from  the  expiration  of
Purchaser's Due Diligence Period ("Closing Date"), provided,
however,  that the Closing shall not occur earlier than  the
day  of satisfaction of all contingencies contained in  this
Agreement,  unless such contingencies have  been  waived  by
Purchaser.

           6.  Violations.  Any notices as to (i) violations
of  law  or  municipal  ordinances, orders  or  requirements
issued  by the Departments of Building, Fire, Labor,  Health
or  other  Federal,  State, County or Municipal  departments
having jurisdiction against or affecting the Premises;  (ii)
all  insurance  companies presently  insuring  the  Premises
against  loss;  (iii) the holder of the First Mortgage,  and
(iv)  terms  of the Lease affecting the Premises, (including
any  deficiencies noted in the letter to be delivered by the
Tenant  under  the Lease as set forth in subParagraph  10.D.
hereof),  shall be complied with by Seller at its sole  cost
and  expense by the Closing Date, except as may be noted  in
Paragraph  8.G.   The provisions of this Paragraph  6  shall
survive the Closing Date.

          7.  Special Assessments.  If, on the Closing Date,
the Premises or any part thereof shall be or shall have been
affected  by  assessments which are, or  which  may  become,
payable   in  annual  installments,  of  which   the   first
installment  is  then a charge or lien, or  has  been  paid,
then,  for the purposes of this Agreement, all of the unpaid
installments of any such assessments, including those  which
are  to become due and payable after the Closing Date, shall
be deemed to be liens upon the premises affected thereby and
shall be paid and discharged by the Seller on or before  the
Closing Date.

            8.    Representations  and  Warranties.   Seller
represents,  warrants and agrees, as  of  the  closing  date
hereof, that:

              A.  the Seller owns title to the Premises free
and clear of all liens and encumbrances except as herein set
forth;

              B.   the  lease,  tenancy, rent,  charges  and
security deposit affecting the Premises on the date  hereof,
are  accurately shown on Exhibit "E"; complete copy  of  the
Lease  and  all  amendments, guarantees and other  documents
relating  thereto have been delivered to the Purchaser;  the
Lease is in full force and effect, and neither landlord  nor
the  tenant are in default of any of their obligations under
the  Lease; the Tenant is in possession of the space  leased
by  them  on a rent paying basis; the rent shown in  Exhibit
"E" is actually being paid by the Tenant; the Tenant has not
paid rent for more than one (1) month in advance; the Tenant
neither   claims  or  is  entitled  to  "free"  rent,   rent
concessions, rebates or rent abatements; the tenant  neither
claims or is entitled to any set-offs against rent; all work
required to be performed by the landlord under the Lease has
been  completed; the Seller has assigned none of its  rights
under  the  Lease  with the exception, if applicable,  of  a
collateral  assignment to the holder of the First  Mortgage;
the   Tenant's use or occupancy is not in violation  of  any
environmental rules, regulations or criteria established  by
local,  state or federal law; no representation or  covenant
has  been  made by the Seller to the Tenant under the  Lease
except as incorporated in their Lease;

              C.   There are no employees of Seller who work
at   the   Premises  or  service  or  maintenance  contracts
affecting the Premises.

              D.   The  use  being made of the  Premises  at
present  is in conformity with the certificate of  occupancy
issued  for  the  Premises;  all required  certificates  and
permits  have been issued and are in full force and  effect;
the  Premises and the present use and condition  thereof  do
not  violate  any  applicable deed restrictions,  zoning  or
subdivision regulations urban redevelopment plans,  and  are
not  designated by any governmental agency to be in a  flood
plain  area; the Premises and the Tenant's use  are  not  in
violation of any local, state or federal environmental laws;

               E.    All  water,  sewer,  gas,  electricity,
telephone  and  other  utilities serving  the  Premises  are
supplied  directly to the Premises by facilities  of  public
utilities;

              F.  There is no litigation, proceeding (zoning
or  otherwise)  or  governmental  investigation  pending  or
threatened  against  or  relating to  the  Premises  or  the
transaction contemplated by this Agreement.  No  notice  has
been  received or is anticipated of any violation or failure
to  comply with any law or municipal ordinance; Seller shall
furnish Purchaser with copies of any violations received  by
Seller from the date hereof to Closing and Seller shall,  at
its  expense,  cure said violations prior  to  or  within  a
reasonable time after Closing; alternatively, at Purchaser's
option, Purchaser may accept a credit at Closing to the cash
due  at Closing in an amount acceptable to Purchaser to cure
such violations;

              G.  All existing lease commissions incurred by
Seller  or Seller's predecessor in title or of which  Seller
has  knowledge of, including referral fees with  respect  to
the  Lease  and the renewal of the Lease or with respect  to
other  present or future rental agreements for the Premises,
will  be  paid in full or before the Closing Date and  there
will be no lease commissions or referral fee obligations  on
the part of Purchaser incurred by Seller or which Seller has
knowledge of in the future with respect to the Lease of  any
part of the Premises;

              H.  That Seller is a limited liability company
duly  organized and in good standing under the laws  of  the
State of New Jersey;

              I.   That  Peter  J.  Bonastia,  its  Managing
Member, is authorized to execute this Agreement on behalf of
Seller  and  has  full power and authority  to  execute  and
deliver all required closing documents;

             J.  Seller is not a "foreign person" within the
meaning of Section 1445(f) (3) of the Internal Revenue  Code
of 1954, as amended;

              K.   Seller has received no notice from Tenant
of any deficiencies in construction, any zoning concerns, or
environmental   issues  in  connection  with   the   Subject
Premises;

             L.   All of the representations, warranties and
agreements  set forth herein and elsewhere in the  Agreement
shall survive the Closing Date, for a period of twelve  (12)
months.

          9.  Prorations and Adjustments.

              A.   The  following shall be adjusted  between
Seller  and  Purchaser against or as a credit  to  the  cash
portion  of  the purchase price to be paid by  Purchaser  to
Seller  on the Closing Date; all adjustments are to be  made
as of the Closing Date.

                (1)   rent and additional charges (including
but  not  by  way  of limitation percentage rents,  cost  of
living  increases, tax, insurance and common area  charges).
To  the  extent  rents  and  additional  charges  cannot  be
determined  as  of  the Closing Date,  the  amount  of  such
percentage and additional charges for the period  ending  on
the   Closing   Date,   and  all  accounting   showing   the
calculations  thereof, shall be turned  over  to  Seller  by
Purchaser  if and when received to the extent same  has  not
theretofore been received by Seller, and (i) if  Seller  has
received  greater than its appropriate portion as determined
by   this  Paragraph,  Seller  shall  remit  the  excess  to
Purchaser upon receipt of the aforesaid calculations or (ii)
if  Seller has received less than its appropriate portion as
so  determined,  Purchaser shall  remit  such  shortfall  to
Seller  at  the  time of the delivery of such  calculations.
Uncollected rent and additional charges, if any, for periods
prior  to  the  Closing Date shall within ten (10)  days  of
receipt by Purchaser be transmitted and paid to Seller.   On
the  Closing  Date, the Seller shall furnish  the  Purchaser
with  a comprehensive and complete statement of prepaid rent
and  additional  charges and pay over to the  Purchaser  any
rent  and  or  additional charges collected by Seller  which
pertain  to  any period of time commencing with  and  ending
after  the  Closing Date.  From and after the Closing  Date,
all  rent  and additional charges shall be first applied  to
current  monthly rent and charges, and any balance shall  be
applied first to the most recent arrearage.  Purchaser shall
not  be  responsible to Seller for failure  to  collect  but
shall  use  good  faith efforts to collect  for  Seller  any
delinquent  rents  or additional charges  under  the  Lease.
Purchaser  shall have no obligation to incur any expense  or
to  commence  any  legal  action or proceeding  against  any
tenant  with  respect to such delinquencies.   Seller  shall
submit to Purchaser on the Closing Date all necessary backup
material  to enable Purchaser to bill tenant for  additional
charges  for  period prior to the Closing  Date  and  Seller
shall  cooperate  with  Purchaser  to  assist  Purchaser  in
remitting  bills  to  the Tenant in a  timely  manner.   The
provisions  of this subParagraph 9.A.(1) shall  survive  the
Closing Date;

              (2)  the Seller shall pay to the Purchaser the
amount of the security deposits and interest obligated to be
paid for the Tenant's benefit, if any, held by Seller;

              B.   In  the  event  that the  amount  of  any
prorated  item  is not known at Closing, the  parties  agree
that  such items shall be prorated at Closing upon the basis
of  the  best  information available, and shall be  adjusted
when  the  actual  amount(s) of such items are  known,  with
appropriate  charges and credits to be made.  In  the  event
any   adjustment   pursuant  to  this  subParagraph    9.B.,
subsequent to the Closing Date, shall be necessitated,  then
either  party  hereto who is entitled to  additional  monies
shall invoice the other party for such additional amounts as
may  be owing, and such amount shall be paid within ten (10)
days  from receipt of the invoice.  The provisions  of  this
subParagraph 9.B. shall survive the Closing Date.

           C.   All  transfer taxes due as a result of  this
transaction shall be shared equally by Seller and Purchaser.

           D.    Real estate taxes shall not be pro-rated as
Tenant  pays  taxes  when  due and  payable  (and  not  when
assessed)  directly; provided, however, if Tenant shall  not
make payment for such taxes, Seller and Purchaser shall have
responsibility  for  the  same pro-rata  from  the  date  of
closing.

           10.  Procedure for Closing.  At the Closing,  the
Seller shall deliver to the Purchaser:
              A.   A good and sufficient Warranty Deed  (the
"Deed"),  duly  executed and acknowledged by Seller  and  in
form  for recording, containing all customary covenants free
of   all   liens  and  encumbrances  other  than  "Permitted
Exceptions".  Seller shall pay the recording fees  resulting
from the recording of the Deed.

              B.   An  assignment (the "Assignment") of  the
Lease, collateral guarantees and all security deposits  made
thereunder.   Seller  shall represent and  warrant  in  such
assignment that there have been no prior assignments of  the
Lease, except, if applicable, a collateral assignment to the
holder of the First Mortgage.

                This  assignment shall include an  indemnity
from  the  Seller for acts and obligations of  the  Landlord
prior  to  closing and an indemnity from the Buyer for  acts
and obligations of the Landlord on and after closing.

             C.  Executed counterparts of the  Lease and any
amendments, guarantees and other documents relating thereto,
together  with  a schedule of the security deposit  paid  by
tenant thereunder, and interest, if any earned thereon.

             D.  A letter from the tenant under Lease, which
shall  be dated within thirty (30) days of the Closing Date,
in  the form and substance of the letter attached hereto and
made a part hereof as Exhibit "K".

              E.   A  bill  of  sale (the  "Bill  of  Sale")
transferring  and selling all right, title and  interest  in
and to the personal property shown on Exhibit "B" .

              F.   Signed  notice  to  the   Tenant  of  the
Premises,  in  form  and  substance  satisfactory   to   the
Purchaser,  advising them of the sale of  the  Premises  and
directing them where to send all future rent and notices.

              G.  If Seller is a corporation, resolutions of
Seller authorizing the sale of the Premises pursuant to this
Agreement  and  the authority of the officer  executing  the
closing documents on behalf of Seller.

              H.   An affidavit executed by Seller and dated
as  of  the  Closing  Date, stating  that  all  of  Seller's
warranties  and representations contained in this  Agreement
are  true  and  correct as of the Closing  Date.   All  such
warranties  and  representations shall survive  the  Closing
Date.

              I.   A rent roll certified as true and correct
as  of  the  Closing  setting forth  the  lease  information
specified in Exhibit "E" .

              J.   All  consents or notices required  to  be
obtained  or  given  under the terms of  the  Lease  or  any
Permitted Exception.

              K.   An  Affidavit in the form of Exhibit  "L"
attached hereto and made a part hereof.

              L.   Any additional documents required by  the
title  insurance  company  (as  hereinafter  defined);  and,
Seller agrees to cooperate with Purchaser's lender, if  any,
for  reasonable  documentation required by  said  lender  to
close the transaction.

      Drafts of the documents described in this Paragraph 10
and a proposed schedule of apportionments shall be delivered
by  the  Seller to the Purchaser's attorney for  review  and
approval  at  least  five (5) business  days  prior  to  the
Closing Date.

            11.   Title  Objections;  Survey  and  Permitted
Exceptions.

             A.  Seller, within ten (10) days after the date
hereof,  shall make an application to obtain title insurance
report  (ALTA Form B - 1970 Revised Standard Form,  Extended
Coverage  or Equivalent) ("Title Report") from a  nationally
recognized  title company authorized to do business  in  the
State  of Florida (the "Title Company") and shall cause  the
delivery  of a copy thereof together with legible copies  of
all  documents shown as exceptions therein to  each  of  the
attorneys  for Seller and Purchaser.  The cost of the  Title
Report  shall  be paid by Seller and the cost of  the  title
insurance shall be paid by Seller.

              B.   Subject to the Permitted Exceptions shown
on  Exhibit  "F"  if the Title Report or the  Survey  to  be
delivered  pursuant to Paragraph 11.E. below  discloses  any
lien,  encumbrance, easement, restrictive covenant, security
interest, judgment, tax lien or any other exception to title
(collectively "Objections"), Purchaser shall have  ten  (10)
days  following  its later receipt of the  Title  Report  or
continuation  of Title Report and the Survey disclosing  the
basis  for the Objections within which to give Seller notice
("Objection  Notice") of its objection.  If Purchaser  shall
fail  to  so notify the Seller within that time period,  the
Title Report or such item not objected to as aforesaid shall
be  deemed  a Permitted Exception.  If Purchaser  serves  an
Objection  Notice and provides Seller with a description  of
the  Objection, Seller shall, subject to the  provisions  of
Paragraph  11.E. below, remove the basis for the  Objection.
If  Seller  shall elect to attempt to remove the  Objection,
Seller shall have the right to adjournments of Closing of up
to  thirty  (30) days.  If Seller shall fail to  remove  the
basis  for the Objection Notice within that thirty (30)  day
period,  Purchaser shall have the rights to (1) acquire  the
Premises subject to such Objection or (2) to terminate  this
Agreement.   In the event Purchaser so elects to  terminate,
the  Escrow  Agent  shall return the Deposit  to  Purchaser.
Upon  Purchaser's  receipt of the  Deposit,  this  Agreement
shall  terminate  and neither party shall have  any  further
obligation or liability to the other.

              C.   The  existence of liens  or  encumbrances
shall  not  be deemed the basis for an Objection  if  Seller
shall elect to remove by executing instruments in recordable
form  necessary to discharge any such liens or  encumbrances
to  be delivered to Purchaser at Closing.  Seller shall  not
be  deemed to be unable to deliver title in accordance  with
this  agreement on account of and Seller shall be  obligated
to  remove, any Objections created by Seller after the  date
hereof  or  any  Mortgages, Deeds of Trust or similar  liens
created  by  Seller and any other Objections not created  by
Seller  provided the same may be discharged the  payment  of
liquidated  sums  and  provided  further  that  such   other
Objections  not created by Seller do not exceed  $100,000.00
in the aggregate.

               D.   If  a  search  of  the  title  discloses
judgments,  bankruptcies  or  other  returns  against  other
persons  having names the same or similar to that of Seller,
Seller  will, on request, deliver to Purchaser an  affidavit
showing  that such judgments, bankruptcies or other  returns
are   not   against  Seller.   Seller  shall  deliver   such
affidavits and or documentary evidence required by the Title
Company  to  eliminate standard exceptions  for  matters  of
survey  and mechanics liens and parties in possession  other
than tenant under Exhibit "E".

             E.  Within ten (10) days after the date hereof,
Seller  shall deliver to Purchaser an on-the-ground as-built
survey of the Premises prepared by a surveyor, duly licensed
in  the  State  of Florida, who is reasonably acceptable  to
both  the  Purchaser and the Title Company  (the  "Survey").
The cost of the Survey shall be borne by Seller.

          12.  Records; Certificates of Occupancy; Plans and
Specifications.

             A.  At the Closing, the Seller shall deliver to
the  Purchaser  photocopies of maintenance,  management  and
leasing  records for the Premises and originals of  (i)  the
permanent  certificate  of occupancy  for  (each  of  )  the
building(s)  comprising  the  Premises,  (ii)  all  required
licenses  and  permits  (iii) all unexpired  warranties  and
guarantees which the Seller has received in connection  with
any  work  or  services  performed  or  equipment  installed
together with a duly executed assignment thereof and (iv)  a
complete set of as-built plans and specifications.

              Purchaser  shall  be provided  copies  of  any
existing  unexpired warranties within ten (10) days  of  the
date of the Purchase Agreement.

              B.  In the event that any of the guarantees or
warranties mentioned in subParagraph 12.A.(iii) above  shall
not  be assignable to the Purchaser, the Seller, at no  cost
or  expense to Seller, hereby agrees to assist Purchaser  in
recovering under such warranties and guarantees in the event
of  a  claim  arising  thereunder.  The provisions  of  this
subParagraph 12.B. shall survive the Closing Date.

           13.   Broker's Commission.  Each of  the  parties
hereto  agrees  that  it has not dealt with  any  broker  in
connection  with  this  transaction except  Progressive  NNN
Properties and Terrace Associates ("Brokers").  If,  as  and
when  title closes the Seller agrees to pay a commission  to
Brokers,   pursuant  to  the terms  of  a  separate  written
agreement.   Seller  and  Purchaser  hereby  each  agree  to
indemnify and hold harmless each other from and against  any
cost, expenses, claim, liability or damage resulting from  a
breach  of the representation and warranty contained  herein
and  from  any claim by any other broker in connection  with
this  transaction.   The  party  whose  actions  or  alleged
commitment  form  the  basis of such claim  shall  bear  all
expenses,  costs, etc. referred to in this  Paragraph.   The
provisions  of this Paragraph 13 shall survive  the  Closing
Date.

          14. Eminent Domain; Destruction of Premises.

              A.   If, prior to the Closing Date, all or any
significant  portion  of the Premises is  taken  by  eminent
domain  (or  is  the  subject of a pending  or  contemplated
taking  which  has not been consummated), the  Seller  shall
notify  the Purchaser in writing of such fact and  Purchaser
shall  have  the  option to terminate  this  Agreement  upon
notice  to  Seller given within twenty (20) days  after  the
date  of  Purchaser's  receipt of  Seller's  written  notice
aforesaid.   For  Purposes hereof, a  "significant  portion"
shall  include  any  one or more of the following:  (i)  any
portion  of  the  building(s)  comprising  a  part  of   the
Premises; (ii) the parking areas or driveways thereon  (iii)
any  means  of ingress or egress (iv) a termination  of  the
Lease  or  rent  reduction  or  abatement  of  any  rent  or
additional  charges under the Lease.  If this  Agreement  is
terminated, the Escrow Agent shall return the Deposit to the
Purchaser.   Upon Purchaser's receipt of the  Deposit,  this
Agreement shall terminate and neither party shall  have  any
further  obligation or liability to the other.  If Purchaser
does  not  exercise this option to terminate this Agreement,
or  if  other than a significant portion of the Premises  is
taken  by eminent domain, there shall be a reduction in  the
cash portion of the purchase price by an amount equal to all
awards  for  the taking by eminent domain.  In  such  event,
Seller shall be entitled to receive and keep all awards  for
the taking by eminent domain.

              B.   If, prior to the Closing Date, a material
part  of  the building(s) comprising a part of the Premises,
the parking areas or driveways, any means of ingress thereto
or egress therefrom or the personal property subject to this
Agreement is destroyed by fire or other casualty ("material"
herein   deemed   to   be  any  destruction   greater   than
"immaterial"  as  defined below), Seller  shall  notify  the
Purchaser  in  writing  of such fact  (which  writing  shall
detail   the  amount  of  insurance  recoverable)  and   the
Purchaser  shall have the option to terminate this Agreement
upon  notice  to  the Seller given within twenty  (20)  days
after   Purchaser's  receipt  of  Seller's  written   notice
aforesaid  and  the written notice of the First  Mortgagee's
decision regarding the use of the insurance proceeds.   Upon
such  termination, the Escrow Agent shall return the Deposit
to  Purchaser.  Upon Purchaser's receipt of the Deposit this
Agreement shall terminate and neither party shall  have  any
further obligation or liability to the other.  In the  event
Purchaser  does not so elect to terminate this Agreement  as
aforesaid,  or  there  is damage to  or  destruction  of  an
immaterial   part  of  said  building(s),   parking   areas,
driveways or means or ingress or egress or personal property
by  fire or other casualty, Seller shall assign to Purchaser
any  insurance claims and the amount of any deductible shall
be  subtracted  from the cash portion of the purchase  price
and  Purchaser shall acquire the Premises pursuant  to  this
Agreement.  An "immaterial" part of the building(s), parking
areas,  driveways or means of ingress or egress or  personal
property  shall be deemed to have been damaged or  destroyed
if  the  cost  of repair or replacement shall be Twenty-Five
Thousand ($25,000,00) Dollars or less.

           15.    Deposit  -  Duties of Escrow  Agent.   The
Deposit shall be held by the Escrow Agent, in trust, on  the
terms hereinafter set forth:

              A.  The Escrow Agent, if directed by Purchaser
to  do  so, shall deposit the Deposit in an interest-bearing
commercial  bank account in the State of New  Jersey;  shall
not commingle the Deposit with any funds of the Escrow Agent
or  other;  and  shall promptly advise Seller and  Purchaser
that the Deposit is made, the bank name and account number.

              B.  The Escrow Agent shall deliver the Deposit
to  Seller  or to Purchaser, as the case may be,  under  the
following conditions:

               (i)  To Seller on the Closing Date, provided,
closing shall occur pursuant to the Agreement; or

                (ii)   To  Seller  upon receipt  of  written
demand therefor ("Seller's Demand for Deposit") stating that
Purchaser  has  defaulted in the performance of  Purchaser's
obligation to close under this Agreement and the  facts  and
circumstances  underlying such default;  provided,  however,
that the Escrow Agent shall not honor such demand until more
than ten (10) days after the Escrow Agent shall have sent  a
copy  of  such  demand to Purchaser in accordance  with  the
provisions  of  subParagraph 15. C. of this  Agreement,  nor
thereafter,  if  the  Escrow Agent  shall  have  received  a
"Notice  of  Objection" (as such quoted term is  defined  in
subParagraph 15.C. of this Agreement) from Purchaser  within
such ten (10) day period; or

                (iii)   To Purchaser upon receipt of written
demand  therefor ("Purchaser's Demand for Deposit")  stating
that  this Agreement has been terminated in accordance  with
the  provisions hereof, or that Seller has defaulted in  the
performance  of  any  of  Seller's  obligations  under  this
Agreement,  and  the facts and circumstances underlying  the
same;  provided,  however, that the Escrow Agent  shall  not
honor  such demand until more than ten (10) days  after  the
Escrow Agent shall have sent a copy of such demand to Seller
in  accordance with the provisions of subParagraph 15.C.  of
this  Agreement  nor thereafter, if the Escrow  Agent  shall
have  received  a "Notice of Objection" from  Seller  within
such  ten  (10)  day period; except Escrow Agent  shall  not
comply with the terms of any Notice of Objection from Seller
where  the Purchaser's termination is based on its  exercise
of  rights  under Paragraphs 11 and/or 17 of this Agreement,
and  shall immediately release the Deposit and/or Additional
Deposit   to   Purchaser  without  the  need   for   further
instruction from the parties.

             C.  Within two (2) business days of the receipt
by  the Escrow Agent of a Seller's Demand for Deposit  or  a
Purchaser's Demand for Deposit the Escrow Agent shall send a
copy  thereof to the other party by certified or  registered
mail,  return  receipt  requested or  by  overnight  courier
service with a signature required for delivery and otherwise
as  provided in Paragraph 23 of this Agreement.   The  other
party shall have the right to object to the delivery of  the
Deposit   by   sending  written  notice  (the   "Notice   of
Objection")  of  such  objection  to  the  Escrow  Agent  by
certified or registered mail, return receipt requested or by
overnight  courier  service with a  signature  required  for
delivery and otherwise as provided in Paragraph 23  of  this
Agreement,  which Notice of Objection shall be  deemed  null
and  void and ineffective if such Notice of Objection is not
received  by  the  Escrow  Agent  within  the  time  periods
prescribed  in  subParagraph 15.B. of this Agreement.   Such
notice shall set forth the basis for objecting to the
delivery  of  the  Deposit.  Upon receipt  of  a  Notice  of
Objection,  the  Escrow Agent shall  promptly  send  a  copy
thereto to the party who sent the written Demand.

              D.   In the event the Escrow Agent shall  have
received  the  Notice of Objection within the  time  periods
prescribed  in  subParagraph 15.B. of  this  Agreement,  the
Escrow  Agent shall continue to hold the Deposit  until  (i)
the  Escrow  Agent receives written notice from  Seller  and
Purchaser  directing the disbursement  of  the  Deposit,  in
which  case the Escrow Agent shall then disburse the Deposit
in  accordance with such direction, or (ii) in the event  of
litigation  between Seller and Purchaser, the  Escrow  Agent
shall deliver the Deposit to the clerk of the court in which
said  litigation is pending, or (iii) the Escrow Agent takes
such  affirmative  steps as the Escrow  Agent  may,  at  the
Escrow  Agent's  option,  elect in order  to  terminate  the
Escrow  Agent's  duties  including,  but  not  limited   to,
depositing  the  Deposit in any court  within  the  judicial
jurisdiction of where the Premises are located and bring  an
action  for interpleader, the costs thereof to be  borne  by
whichever of Seller or Purchaser is the losing party.

              E.  It is agreed that the duties of the Escrow
Agent  are only as herein specifically provided, and subject
to the provisions of subParagraph 15 B., 15. C., 15. D., 15.
G.  and 15. H. hereof, are purely ministerial in nature, and
that  the  Escrow  Agent shall incur no  liability  whatever
except  for willful misconduct or gross negligence, as  long
as the Escrow Agent has acted in good faith.  The Seller and
Purchaser each release the Escrow Agent from any act done or
omitted to be done by the Escrow Agent in good faith in  the
performance of its duties hereunder.

             F.  The Escrow Agent is acting as a stakeholder
only  with respect to the Deposit.  Upon making delivery  of
the  Deposit in the manner herein provided, the Escrow Agent
shall have no further liability hereunder.

              G.  The Escrow Agent shall either execute this
Agreement  or  indicate in writing that it has accepted  the
role  of Escrow Agent pursuant to Agreement which in  either
case  will confirm that the Escrow Agent is holding and will
hold  the  Deposit in escrow, pursuant to the provisions  of
this Agreement.

              H.  Upon Closing of title, any interest earned
on  the  Deposit  shall  be delivered  to  Purchaser.   Upon
delivery  of the Deposit to Seller under subParagraph  15.B.
(ii),  interest  shall  be delivered  to  Seller,  and  upon
delivery  of the Deposit to Purchaser under Paragraph  15.B.
(iii), interest shall be delivered to Purchaser.

           16.   Covenants of Seller Pending  Closing.   The
Seller  agrees that between the date hereof and the  Closing
Date;

             (a)  Seller shall not modify, cancel, extend or
otherwise change in any manner any insurance policy insuring
the Premises, or the Lease, nor enter into any contracts for
services  or otherwise that may be binding upon the Premises
or  upon the Purchaser nor shall any easements be created or
any  licenses  given to the Premises, nor  shall  any  legal
action  be taken in connection with the Premises, nor  enter
into  any  new lease of space in the Premises,  without  the
express prior written consent of  Purchaser;

              (b)   Seller  shall provide  or  cause  to  be
provided all such services with respect to the Premises  and
leased  space therein that are now required to  be  provided
or, if not so required, that have customarily been provided;

               (c)   Seller  shall  maintain  and  keep  the
Premises,   the   building(s)  and   Improvements   thereon,
including  mechanical equipment of every kind  used  in  the
operation thereof, in good order and condition so  that  the
same  shall  be  in  such condition  on  the  Closing  Date,
reasonable wear and tear excepted.

            17.   Conditions  Precedent  to  Closing.    The
obligations of Purchaser to consummate this Agreement and to
render  performance  hereunder  shall  be  subject  to   the
satisfaction  of  each  and all of the following  conditions
precedent,  except to the extent that any of such conditions
may,  in Purchaser's sole judgment and discretion, be waived
by  Purchaser, but a failure to discover or a waiver of  any
circumstances made a condition of this Agreement  shall  not
constitute  a  waiver of any warranties and  representations
provided   in   this  Agreement  unless  any   such   waiver
specifically so states.

              A.   Purchaser, at its sole cost and  expense,
shall  have the right to make the following inspections  and
to approve of same:

             1.  engineer's report relating to any aspect of
the   Premises  including  but  not  limited  to  structural
condition  and subsurface condition, asbestos and  hazardous
material inspections; and

              2.   examination of Seller's books and records
of  account relating to the Premises, for at least three (3)
years,  including,  but  not by way of  limitation,  monthly
operating  statements, tax bills, utility bills and  records
of service contract payments and all other expenses incurred
in   the  operation  of  the  Premises,  together  with  all
information reflecting or indicating income derived from the
Premises.   The Seller shall cooperate with the  Purchaser's
accountants and attorneys, shall allow such persons to  make
extracts  from  the  aforesaid books and records  and  shall
respond  fully  and  candidly  to  inquiries  made  by  such
accountants  and  attorneys.  If Seller shall  have  audited
statements  of the operation of the Premises for  the  prior
three  (3)  years same shall be made available to Purchaser;
alternatively, Seller shall provide Purchaser or Purchaser's
accountant  with all information necessary  to  prepare  the
audited statements for the prior three (3) years; and

               3.    examination   by   Purchaser   or   its
representative of the Lease and files relating thereto; and

              4.     Seller shall provide a current Phase  I
Environmental Assessment and a Reliance letter certified  by
the  Buyer  at no cost to Buyer.  Additionally, Seller  will
provide,  if  available, copies of  any  soils  reports  and
certificates   of  substantial  completion  by   a   project
architect or the general contractor.

             5.    Seller agrees to provide any documents or
information that comes to Seller's attention during the  due
diligence period that may render the due diligence materials
inaccurate or materially and adversely misleading or  false,
with  a  corresponding five-day period for Buyer  to  review
such materials after receipt by Buyer.

              Purchaser  shall have until August  11,  2003,
(/s/   rj   /s/  pjb)  to  complete  such  inspections   and
examinations and to obtain Board of Director approval of the
transaction  and  shall  have  the  unconditional  right  to
terminate  this  Agreement  with no  further  obligation  by
notice given to Seller on or before such date.  If Purchaser
shall  elect  to terminate this Agreement, the Escrow  Agent
shall,  return  to Purchaser the Deposit.  Upon  Purchaser's
receipt  of  the Deposit this Agreement shall terminate  and
neither party shall have any further obligation or liability
to  the other.  If Purchaser shall not elect to cancel  this
Agreement  prior to August 11, 2003, (/s/ rj /s/  pjb)  such
rights of cancellation shall be deemed waived.  If Purchaser
shall  not  terminate this Agreement as aforesaid  Purchaser
shall  have  the  continuing right, at  its  sole  cost  and
expense,  to inspect and audit (upon reasonable  notice  and
during  business  hours) Seller's books and records  through
the Closing Date.

              B.   Purchaser  shall not have discovered  any
material   error,   misstatement   or   omission   in    the
representations  or  warranties  made  by  Seller  in   this
agreement.

              C.   The Purchaser shall obtain at Closing  an
Owners  Policy of Title Insurance (ALTA Form B-1970  Revised
Standard Form, with Extended Coverage or Equivalent)  issued
in  accordance with the Commitment described in Paragraph 11
hereof.   Taxes,  even though a lien against  the  Premises,
will be acceptable exceptions only if they are specified  as
"not  yet  due and payable" and if proration has  been  made
therefore at Closing.

             D.  All covenants and agreements made by Seller
which  are  to  be completed on or before the Closing  shall
have been performed.

          18.  Intentionally omitted.

           19.   Additional Documents.  Seller and Purchaser
agree  to  deliver  to  each other such further  instruments
and/or documents as reasonably requested and for the purpose
of carrying out/consummating the transaction(s) contemplated
by this Sale-Purchase Agreement.



           20.   Inspections  of Premises and  Communication
with Tenant.

                A.     Purchaser    and    its    authorized
representatives are hereby granted the right to  enter  upon
and inspect the Premises from time to time on and before the
Closing Date, provided Purchaser restores any damage to  the
Premises caused by such inspections.

              B.   Purchaser  is  authorized  by  Seller  to
approach the tenant under the Lease to confirm data  provide
by Seller with respect to the Lease.

            21.   Purchaser's  Remedies.   Subject  to   the
provisions of Paragraph 15 hereof, in the event of  Seller's
default  hereunder  or breach of any covenant,  warranty  or
representation  at Purchaser's option, the Deposit  will  be
immediately  returned to Purchaser by the Escrow  Agent  and
Purchaser, in addition to all other legal remedies available
to it by reason of Seller's default, shall have the right to
obtain   specific   performance  of   Seller's   obligations
hereunder.

           22.   Liquidated Damages.  If Seller shall tender
the  Deed,  Assignment  and  Bill  of  Sale  and  any  other
instruments  required by this Agreement in  full  compliance
with  its obligations hereunder and Purchaser shall fail  or
refuse  to  close  title as required by the  terms  of  this
Agreement,  or if Purchaser otherwise defaults hereunder  so
that  Seller  has the right to refuse to close  title,  then
subject  to  the  provisions of  Paragraph  15  hereof,  the
Deposit  shall  be  paid to Seller by the  Escrow  Agent  as
liquidated   damages  for  the  Purchaser's   default.    In
connection  with the foregoing, the parties  recognize  that
Seller will incur expense in connection with the transaction
contemplated by this Agreement and that the Premises will be
removed  from  the market and further, that it is  extremely
difficult  and  impractical  to  ascertain  the  extent   of
detriment to Seller caused by the breach by Purchaser  under
this  Agreement and the failure of the consummation  of  the
transaction contemplated by this Agreement or the amount  of
compensation   Seller  should  receive  as   a   result   of
Purchaser's breach or default.  In the event the sale of the
Premises  shall not be consummated on account of Purchaser's
default, then the retention of the Deposit shall be Seller's
sole  and exclusive remedy and shall be in lieu of any other
monetary  or any other relief; in all events, the  liability
of Purchaser for loss or damage resulting from or in any way
connected  with this Agreement or any default  hereunder  in
the  event  such  sale  shall not be  consummated  shall  be
limited  to  the aggregate amount of the Deposit,  plus  any
interest earned thereon.

            23.    Indemnification.    The   Seller   hereby
indemnifies  the Purchaser against, and holds the  Purchaser
harmless  from,  all  losses, damages, costs  and  expenses,
including,  without limitation, legal fees and disbursements
claimed  against the Premises or claimed against or incurred
by  the  Purchaser subsequent to the date of this  Agreement
(i)  by  reason  of  any  claim or  litigation  against  the
Purchaser,  the Seller, the Premises, or others relating  to
the  Premises and arising from acts, occurrences or  matters
that  originated prior to the Closing Date hereunder, and/or
(ii)  arising  hereunder or under any  agreements,  oral  or
written  whereby the Seller was required to or proceeded  to
construct  improvements on the Premises or to  make  repairs
effective  prior  to the Closing Date or otherwise  incurred
debts   on   behalf  of  the  Premises.   Purchaser   hereby
indemnifies  the Seller and holds the Seller  harmless  with
respect  to  the  foregoing as it relates  to  matters  that
originate subsequent to the Closing Date with respect to  or
relating  to the Premises.  The provisions of this Paragraph
23 shall survive the Closing Date.

           24.  Assignment.  Purchaser may freely assign the
rights  and  delegate the duties assumed by it as  a  result
hereof  but such assignment or delegation shall not  release
or  excuse Purchaser from its liability to Seller under this
Agreement.  Upon the written assignment delivered to Seller,
Seller  agrees  to  accept the performance  of   Purchaser's
assignee  and  to perform this contract for the  benefit  of
Purchaser's assignee.

           25.   Notices.  All notices, demands or  requests
made pursuant to, under or by virtue of  this Agreement must
be  in  writing  and  delivered to the party  to  which  the
notice, demand or request is being made by overnight courier
service with a signature required for delivery as follows:


              To the Seller:    UNITED REALTY COMPANIES LLC
                                A New Jersey Limited Liability Company
                                277 Fairfield Road/Suite 318
                                Fairfield, NJ 07004
                                Attention:  Peter J. Bonastia,
                                Managing Member
                                973/882-0233
                                973/882-6557
                                unitedcompanies@rcn.com


              With a Copy to:   STEVEN M. REISMAN, ESQUIRE
                                340 West Passaic Street
                                Rochelle Park, NJ 07662
                                201/843-0238
                                201/587-8777 Facsimile


              To the Purchaser: AEI FUND MANAGEMENT, INC.
                                1300 MN World Trade Center
                                30 Seventh Street East
                                St. Paul, MN 55101
                                Attention:  George Rerat
                                651/227-7333
                                651/227-7705  (Facsimile)


              With a copy to:   MICHAEL B. DAUGHERTY, ESQUIRE
                                1300 Wells Fargo Place
                                St. Paul, MN 55101
                                612/720-0777
                                612/677-3181 (Facsimile)


              Escrow  Agent:    FIRST AMERICAN TITLE INUSRANCE
                                COMPANY OF NEW YORK
                                633 Third Avenue
                                New York, NY  10017
                                212/922-9700
                                800/437-1234

      Notices,  demands and requests which shall  be  served
upon  either party in the manner aforesaid shall  be  deemed
sufficiently  served or given for all purposes hereunder  at
the  time  such notice, demand, or request shall  be  placed
with a courier for delivery.

           26.   Entire Agreement.  This Agreement  together
with Exhibits "A", "E", "F", "K" and "L" attached hereto and
made a part hereof and enumerated in Schedule I contains all
of the terms agreed upon between the parties with respect to
the subject matter hereof.

           27.   Modification.  This Agreement  may  not  be
changed,  modified or terminated, except  by  an  instrument
executed  by the parties hereto who are or will be  affected
by the terms of such instrument.

           28.   Waiver.  No waiver by either party  of  any
failure  or refusal to comply with its obligations shall  be
deemed  a  waiver  of  any other or  subsequent  failure  or
refusal to so comply.

           29.   Successors and Assigns.  The provisions  of
this Agreement shall inure to the benefit of, and shall bind
the heirs, executors, administrators, successors and assigns
of the respective parties.

           30.  Severability.  If any term or provisions  of
this  Agreement or the application thereof to any person  or
circumstance   shall,   to  any  extent,   be   invalid   or
unenforceable,  the  remainder of  this  Agreement,  or  the
application  of  such  term  or  provision  to  persons   or
circumstances  other  than those as  to  which  it  is  held
invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.

          31.  Counterparts.  This Agreement may be executed
in  two or more counterparts each of which when executed and
delivered as prescribed shall constitute an original.

           32.   Applicable  Law.  The  provisions  of  this
Agreement shall be construed in accordance with the laws  of
the State of Florida.

           33.   Effective Date.  The date of this Agreement
shall  be  the  date Purchaser shall be in receipt  of  this
Agreement  signed  by  Seller and a letter  of  confirmation
establishing the date shall be executed by both parties.


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

                         (SELLER)
                         UNITED MORTGAGE & EQUITY, LLC
                         A New Jersey Limited Liability Company



                         By:  /s/ Peter J Bonastia
                                  PETER J. BONASTIA
                                  Managing Member


                         (PURCHASER)
                         AEI FUND MANAGEMENT, INC.
                         Or Assigns



                         By: /s/ Robert P Johnson
                         Name:
                         Title:



The  undersigned  has  executed  this  Agreement  solely  to
confirm its acceptance of the duties of  Escrow Agent as set
forth in Paragraph 15  hereof.

                         (ESCROW AGENT)
                         FIRST AMERICAN TITLE INSURANCE
                         COMPANY OF NEW YORK



                         By: /s/ Steven Waldorn
                         Name: Steve Waldorn
                         Title:    V.P.





                         EXHIBIT "A"

                    Property Description



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.

Parcel No.: 11909-000-000 (As to Parcel I)




                              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.