NET LEASE AGREEMENT


     THIS  LEASE, made and entered effective as of this  5th
day  of November, 2003, by and between AEI Real Estate  Fund
XVII  Limited  Partnership  ("Fund  XVII")  whose  corporate
general  partner is AEI Fund Management XVII, Inc., and  AEI
Net  Lease  Income  &  Growth Fund XIX  Limited  Partnership
("Fund  XIX"), whose corporate general partner is  AEI  Fund
Management  XIX,  Inc. whose address  is  1300  Wells  Fargo
Place,  30  East  Seventh Street, St. Paul, Minnesota  55101
(together, "Lessor")(fax #651 227 7705), and Kona Restaurant
Group, Inc., a Delaware corporation, whose address is  20308
Highway  71 West, Suite 5, Spicewood, Texas 78669 ("Lessee")
(fax # 512 263 8055);

                          WITNESSETH:

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

     WHEREAS,   Lessee   as   owner   contracted   for   the
construction of the building and improvements (together  the
"Building")  on the real property described in Exhibit  "A",
which  Building is described in the plans and specifications
heretofore submitted to Lessor; and

     WHEREAS, Lessee desires to lease said real property and
Building   (said  real  property  and  Building  hereinafter
referred to as the "Leased Premises"), from Lessor upon  the
terms and conditions hereinafter provided;

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.  TERM

     (A)  The term of this Lease ("Term") shall be Seventeen
(17)  consecutive  "Lease  Years", as  hereinafter  defined,
commencing  on  the  effective  date  first  listed   above,
("Occupancy Date").

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

   (C)  The  parties agree that once the Occupancy Date  has
been  established, upon the request of either party, a short
form  or  memorandum  of this Lease  will  be  executed  for
recording purposes.  That short form or memorandum  of  this
Lease  will  set forth the actual occupancy and  termination
dates of the Term and optional Renewal Terms, as defined  in
Article  28  hereof,  and the existence  of  any  option  to
extend, and that said option shall terminate when the Lessee
shall  lose right to possession or this Lease is terminated,
whichever occurs first.

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

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

   (B)  Lessee  warrants  that as of the  date  hereof,  the
Building  and all other improvements to the land  do  comply
with  the  laws, ordinances, rules, and regulations  of  all
state and local governments.

   (C)  Lessee agrees to pay, if not already paid  in  full,
for all architectural fees and actual construction costs, in
the past, present or future, which shall include, but not be
limited  to, plans and specifications, general construction,
carpentry,  electrical, plumbing, heating, ventilating,  air
conditioning,  decorating, equipment  installation,  outside
lighting,  curbing,  landscaping,  blacktopping,  electrical
sign hookup, conduit and wiring from building, fencing,  and
parking  curbs,  builder's  risk insurance  (naming  Lessor,
Lessee,  and contractor as co-insured), and all construction
bonds  for  improvements  made by or  at  the  direction  of
Lessee, to the extent incurred or authorized by Lessee.

   (D)  Opening  for  business in  the  Leased  Premises  by
Lessee shall constitute an acceptance of the Leased Premises
and an acknowledgment by Lessee that the premises are in the
condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

   (A)  Annual  Rent  Payable  for  the  first  Lease  Year:
        Lessee  shall pay to Lessor an annual Base  Rent  of
        $211,500,  which amount shall be payable in  advance
        on  the  first  day of each month in  equal  monthly
        installments   of  $8,812.50  to   Fund   XVII   and
        $8,812.50  to  Fund XIX  If the  first  day  of  the
        Lease  Term  is  not  the first day  of  a  calendar
        month,  then  the  monthly  Rent  payable  for  that
        partial  month  shall be a prorated portion  of  the
        equal monthly installment of Base Rent.

   (B)  Annual Rent Payable beginning with the Second  Lease
        Year  and  each Lease Year thereafter shall increase
        by  an amount equal to one Percent (1%) of the  Base
        Rent  payable for the immediately prior Lease  Year.
        Such  increased  Base  Rent  shall  be  payable   in
        advance  of  the  first day of each month  in  equal
        monthly installments.

   (C) Overdue Payments.

   Lessee  shall  pay  interest on all overdue  payments  of
Rent or other monetary amounts due hereunder at the rate  of
fifteen  percent (15%) per annum or the highest rate allowed
by  law,  whichever  is less, accruing beginning  five  days
after  written notice to Lessee that Rent or other  monetary
amounts properly due and payable were not paid.

ARTICLE 5. INSURANCE AND INDEMNITY

   (A)  Lessee shall, throughout the Term or Renewal  Terms,
if  any, of this Lease, at its own cost and expense, procure
and  maintain insurance which covers the Leased Premises and
improvements against fire, wind, and storm damage (including
flood  insurance if the Leased Premises is  in  a  federally
designated flood prone area) and such other risks (including
earthquake insurance, if the Leased Premises is located in a
federally designated earthquake zone or in an ISO high  risk
earthquake zone) as may be included in the broadest form  of
extended  coverage insurance as may, from time to  time,  be
available in amounts sufficient to prevent Lessor or  Lessee
from   becoming  a  co-insurer  within  the  terms  of   the
applicable policies.  In any event, the insurance shall  not
be  less  than  one  hundred  percent  (100%)  of  the  then
insurable    value.     Additionally,    replacement    cost
endorsements,   inflation   guard  endorsements,   vandalism
endorsement,  malicious  mischief  endorsement,  waiver   of
subrogation  endorsement, waiver of co-insurance  or  agreed
amount  endorsement  (if available), and Building  Ordinance
Compliance  endorsement and Rent loss  endorsements  (for  a
period of one year) must be obtained.

   (B)  Lessee  agrees to place and maintain throughout  the
Term  or  Renewal Terms, if any, of this Lease, at  Lessee's
own  expense,  public liability insurance  with  respect  to
Lessee's use and occupancy of said premises, including "Dram
Shop" or liquor liability insurance, if the same shall be or
become available in the State of Texas and liquor is sold on
the Premises, with initial limits of at least $3,000,000 per
occurrence/$5,000,000 general aggregate, or such  additional
amounts  as  Lessor shall reasonably require  from  time  to
time,  upon  Lessor's  good  faith  determination  that  the
present insurance coverage is inadequate, such amounts to be
consistent  with requirements of other Lessor's  in  similar
circumstances.

   (C)  Lessee agrees to notify Lessor in writing if  Lessee
is  unable  to  procure all or some part  of  the  aforesaid
insurance.   In  the  event  Lessee  fails  to  provide  all
insurance required under this Lease, Lessor shall  have  the
right, but not the obligation, to procure such insurance  on
Lessee's  behalf.  Lessee will then, within  five  (5)  days
from receiving written notice, pay Lessor the amount of  the
premiums due or paid, together with interest thereon at  the
lesser  of  12% per annum or the highest rate  allowable  by
law, which amount shall be considered Rent payable by Lessee
in addition to the Rent defined at Article 4 hereof.

   (D)   All   policies  of  insurance   provided   for   or
contemplated  by this Article can be under Lessee's  blanket
insurance coverage and shall name Lessor, Lessor's corporate
general  partner  and Robert P. Johnson, as  the  individual
general  partner,  respectively, of Lessor,  and  Lessee  as
additional named insured, as their respective interests  may
appear,  and  shall  provide that  the  policies  cannot  be
canceled,  terminated, changed, or modified  without  thirty
(30)  days written notice to the parties.  In addition,  all
of   such  policies  shall  contain  endorsements   by   the
respective  insurance  companies  waiving  all   rights   of
subrogation,   if  any,  against  Lessor.    All   insurance
companies  providing coverages must be rated "A-" or  better
by  Best's  Key Rating Guide (the most current edition),  or
similar quality under a successor guide if Best's Key Rating
shall  cease  to  be published. Lessee shall provide  Lessor
with legible copies of any and all policies on or before the
Occupancy  Date.  No  less than fifteen (15)  business  days
prior  to expiration of such policies, Lessee shall  provide
Lessor   with   legible  copies  of  any  and  all   renewal
Certificates of Insurance, if the terms of the Policies have
not  changed, and copies of such policies if the  same  have
changed.  Lessee agrees that it will not settle any property
insurance claims affecting the Leased Premises in excess  of
$100,000  without  Lessor's  prior  written  consent,   such
consent not to be unreasonably withheld or delayed.   Lessor
shall consent, where Lessor's consent is required hereunder,
to any settlement of an insurance claim wherein Lessee shall
confirm in writing with evidence reasonably satisfactory  to
Lessor  that  Lessee  has  sufficient  funds  available   to
complete the rebuilding of the Premises.

   (E)  Lessee  shall  defend, indemnify,  and  hold  Lessor
harmless  against any and all claims, damages, and  lawsuits
arising  after  the  Occupancy Date of this  Lease  and  any
orders,  decrees or judgments which may be entered  therein,
brought  for damages or alleged damages resulting  from  any
injury  to person or property or from loss of life sustained
in  or  about  the Leased Premises, unless  such  damage  or
injury results from the intentional misconduct or the  gross
negligence  of  Lessor  and Lessee  agrees  to  save  Lessor
harmless  from, and indemnify Lessor against,  any  and  all
injury,  loss, or damage, of whatever nature, to any  person
or  property caused by, or resulting from any act, omission,
or  negligence of Lessee or any employee or agent of Lessee.
In  addition, Lessee hereby releases Lessor from any and all
liability  for any loss or damage caused by fire or  any  of
the  extended coverage casualties, unless such fire or other
casualty   shall   be  brought  about  by  the   intentional
misconduct or gross negligence of Lessor.

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

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

   (B)  Lessee  shall pay all real estate taxes, assessments
for  public improvements or benefits, and other governmental
impositions,  duties, and charges of every kind  and  nature
whatsoever  which  shall or may, during  the  term  of  this
Lease, be charged, laid, levied, assessed, or imposed  upon,
or  become a lien or liens upon the Leased Premises  or  any
part  thereof or upon the Rents payable hereunder (expressly
excluding general income taxes, inheritance taxes and estate
taxes   imposed  upon  Lessor).  Such  payments   shall   be
considered  as Rent paid by Lessee in addition to  the  Rent
defined  at  Article 4 hereof.  If due to a  change  in  the
method  of  taxation, a franchise tax or Rent tax (expressly
excluding general income taxes, inheritance taxes and estate
taxes imposed upon Lessor) shall be levied against Lessor in
substitution for or in lieu of any tax which would otherwise
constitute  a real estate tax, such tax shall  be  deemed  a
real estate tax for the purposes herein and shall be paid by
Lessee

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

   (D)  Lessee shall have the right to contest or review  by
legal  proceedings or in such other manner as may  be  legal
(which, if instituted, shall be conducted solely at Lessee's
own expense) any tax, assessment for public improvements  or
benefits,  or  other governmental imposition aforementioned,
upon  condition  that,  before instituting  such  proceeding
Lessee  shall  either (i) pay (under protest)  such  tax  or
assessments  for public improvements or benefits,  or  other
governmental  imposition, duties and charges aforementioned,
or  (ii)  post with Lessor alternative security satisfactory
to  Lessor, not to exceed 150% of the amount contested   and
the  potential  penalties and interest  thereon.   All  such
proceedings  shall  be begun as soon as reasonably  possible
after  the  imposition or assessment of any contested  items
and   shall   be  prosecuted  to  final  adjudication   with
reasonable   dispatch.   In  the  event  of  any  reduction,
cancellation, or discharge, Lessee shall pay the amount that
shall  be  finally  levied or assessed  against  the  Leased
Premises or adjudicated to be due and payable, and, if there
shall  be  any refund payable by the governmental  authority
with  respect  thereto, if Lessee has paid the  expenses  of
Lessor, if any, in such proceeding, Lessee shall be entitled
to  receive  and  retain  the  same,  subject,  however,  to
apportionment as provided during the first and last years of
the term of this Lease.

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

   (F)   Lessor  shall  not  be  required  to  join  in  any
proceeding  referred to in this Article, unless in  Lessee's
reasonable  opinion, the provisions of  any  law,  rule,  or
regulation at the time in effect shall require that  such  a
proceeding  be brought by and/or in the name of  Lessor,  in
which event Lessor shall upon written request, join in  such
proceedings  or permit the same to be brought in  its  name,
all at no cost or expense to Lessor.

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

   (A)  Except  as  otherwise  expressly  provided  in  this
Article,  Lessee  shall  not, without  obtaining  the  prior
written consent of Lessor, in each instance:

        1.  assign or otherwise transfer this Lease, or  any
            part   of  Lessee's  right,  title  or  interest
            therein  (except by devise or bequest  upon  the
            death of a shareholder, but in such event,  such
            recipient  shall be bound by the  provisions  of
            this Article);

        2.  sublet  all  or any part of the Leased  Premises
            or  allow all or any part of the Leased Premises
            to  be  used  or  occupied by any other  Persons
            (herein  defined as a Party other  than  Lessee,
            be   it   a   corporation,  a  partnership,   an
            individual or other entity); or

        3.  mortgage,  pledge  or  otherwise  encumber  this
            Lease, or the Leased Premises.

   (B) For the purposes of this Article:

        1.  the  transfer of voting control of any class  of
            capital   stock  of  any  corporate  Lessee   or
            sublessee,  or  the transfer voting  control  of
            the total interest in any other person which  is
            a  Lessee  or  sublessee, however  accomplished,
            whether  in a single transaction or in a  series
            of  related or unrelated transactions, shall  be
            deemed  an assignment of this Lease, or of  such
            sublease,   as   the  case  may  be   (provided,
            however, transfers by bequest or devise  due  to
            the  death  of a shareholder shall  not  trigger
            the  application  of these provisions,  provided
            Lessor   is   given  notice  of  such   transfer
            immediately   after  the  disposition   of   the
            decedent's estate);

        2.  an  agreement by any other Person,  directly  or
            indirectly,   to  assume  Lessee's   obligations
            under this Lease shall be deemed an assignment;

        3.  any  Person to whom Lessee's interest under this
            Lease  passes by operation of law, or otherwise,
            shall  be  bound  by  the  provisions  of   this
            Article;

        4.  each  modification, amendment  or  extension  or
            any  sublease  to  which Lessor  has  previously
            consented shall be deemed a new sublease; and

        5.  Lessee shall present the signed consent to  such
            assignment    and/or   subletting    from    any
            guarantors of this Lease, such consent to be  in
            form and substance satisfactory to Lessor.

   Lessee  agrees  to furnish to Lessor upon demand  at  any
time   such   information  and  assurances  as  Lessor   may
reasonably  request that neither Lessee, nor any  previously
permitted  sublessee, has violated the  provisions  of  this
Article.

   (C)  If  Lessee agrees to assign this Lease or to  sublet
all  or  any  portion of the Leased Premises, Lessee  shall,
prior  to the effective date thereof (the "Effective Date"),
deliver to Lessor copies of any such proposed agreement  and
of  all  ancillary agreements with the proposed assignee  or
sublessee,  as applicable.  If Lessor in its sole discretion
(except   as  otherwise  specifically  limited   herein   in
paragraph (E) below) shall not have consented to a  proposed
sublease  or assignment, and Lessee shall attempt to  effect
such  transfer  without  Lessor's consent  or  in  spite  of
Lessor's  decision to not consent to such  transfer,  Lessor
shall  then have all of the following rights, any  of  which
Lessor may exercise by written notice to Lessee given within
thirty  (30)  days after Lessor receives the  aforementioned
documents:

        1.  with  respect to a proposed assignment  of  this
            Lease, the right to terminate this Lease on  the
            Effective  Date  as  if it were  the  Expiration
            Date of this Lease;

        2.  with  respect  to a proposed subletting  of  the
            entire  Leased Premises, the right to  terminate
            this  Lease on the Effective Date as if it  were
            the Expiration Date; or

        3.  with  respect to a proposed subletting  of  less
            than  the  entire Leased Premises, the right  to
            terminate  this Lease as to the portion  of  the
            Leased  Premises affected by such subletting  on
            the   Effective  Date,  as  if   it   were   the
            Expiration  Date,  in which  case  Lessee  shall
            promptly  execute  and  deliver  to  Lessor   an
            appropriate modification of this Lease  in  form
            satisfactory to Lessor in all respects.

        4.  with   respect  to  a  proposed  subletting   or
            proposed  assignment of this Lease, impose  such
            conditions  upon  Lessor's  consent  as   Lessor
            shall determine in its sole discretion.

   (D)  If Lessor exercises any of its options under Article
        7(C) above, (and if Lessor shall  impose  conditions
        upon its  consent  and Lessee shall fail to meet any
        conditions Lessor  may  impose  upon  its  consent),
        Lessor may  then lease the Leased  Premises  or  any
        portion thereof to Lessee's proposed     assignee or
        sublessee,  as  the  case  may be, without liability
        whatsoever to Lessee.

   (E)  Notwithstanding the  provisions  of  this  Article 7
        above, or any other provisions of this Lease to  the
        contrary, Lessee shall have the right to assign this
        Lease, or sublet the Leased Premises or any  portion
        thereof, without the  consent  of,  but  with  prior
        written notice to Lessor,to any corporation (a) with
        which  Lessee  may  merge  or  consolidate (provided
        Lessee is the surviving entity  and such transaction
        does not involve directly or indirectly, along  with
        all other transfers,issuance's,or sales, a transfer,
        issuance  or  sale of a majority of the voting stock
        of Lessee),  or (b)  which is  on  the date hereof a
        parent or which is a subsidiary of Lessee; provided,
        that said assignee assumes, in full, the obligations
        of Lessee under this Lease and Lessee and Guarantors
        remains primarily  liable   under  this  Lease;  and
        further, if the County or the  City where the Leased
        Premises are situate become a `dry' county  or city,
        Lessee may, without the consent of, but with  notice
        to Lessor, sublet the portion of the Leased Premises
        relating to the bar area and the sale of alcohol  to
        any  Texas  non-profit corporation or association of
        persons  wishing  to  organize  a private club under
        appropriate Texas  statutes  and such corporation or
        association may jointly  occupy  the Leased Premises
        under a sublease from Lessee and   Lessee  may enter
        into a management agreement with such corporation or
        association without further approval from Lessor. In
        addition,  notwithstanding  the  provisions  of this
        Article 7 above or any other provisions of this Lease
        to the contrary, the following transfers or issuances
        of shares of  capital  stock  of  Lessee  shall  not
        constitute an assignment  of  this  Lease or require
        the consent of Lessor under this  Article 7: (i) the
        issuance  and  sale  of shares of capital  stock  of
        Lessee in connection  with a public offering of such
        stock (provided  such  issuance  and  sale  does not
        involve the issuance,sale, or transfer of a majority
        of the voting stock of Lessee); (ii) the transfer of
        outstanding shares to a  parent which is a parent on
        the date hereof or  a subsidiary of Lessee, provided
        such entity is or becomes a guarantor of this Lease;
        (iii) the acquisition by Creed L. Ford III or Norman
        J.  Abdallah of additional shares of  capital  stock
        from each other, from other shareholders, or   as  a
        result  of new issuances of capital stock of Lessee;
        or  (iv) the transfer of shares of capital stock  by
        Creed L. Ford or Norman J. Abdallah to family trusts,
        family  partnerships, or similar vehicles set up for
        either of their  benefit  or  for the benefit of any
        family member, or the  transfer by them of shares of
        capital  stock   to  any  corporation,  partnership,
        limited liability company, or other  entity in which
        they individually, or in the aggregate, own at least
        a majority of the  ownership interests.

ARTICLE 8.  REPAIRS AND MAINTENANCE

   (A)  Lessee covenants and agrees to keep and maintain  in
good  order, condition and repair the interior and  exterior
of  the Leased Premises during the term of the Lease, or any
renewal terms, and further agrees that Lessor shall be under
no obligation to make any repairs or perform any maintenance
to the Leased Premises.  Lessee covenants and agrees that it
shall   be   responsible   for  all  repairs,   alterations,
replacements,  or  maintenance  of,  including  but  without
limitation to or of:  The interior and exterior portions  of
all  doors; door checks and operators; windows; plate glass;
plumbing;  water and sewage facilities; fixtures; electrical
equipment; interior walls; ceilings; signs; roof; structure;
interior building appliances and similar equipment;  heating
and  air conditioning equipment; and any equipment owned  by
Lessor  and  leased  to  Lessee hereunder,  as  itemized  on
Exhibit  B  attached  hereto  and  incorporated  herein   by
reference, if any; and further agrees to replace any of said
equipment  when  necessary.  Lessee  further  agrees  to  be
responsible  for,  at its own expense,  snow  removal,  lawn
maintenance,  landscaping, maintenance of  the  parking  lot
(including   parking  lines,  seal  coating,  and   blacktop
surfacing), and other similar items.

   (B)  If  Lessee  refuses  or  neglects  to  commence   or
complete  repairs promptly and adequately, Lessor may  cause
such repairs to be made, but shall not be required to do so,
and Lessee shall pay the cost thereof to Lessor upon demand.
It  is  understood  that Lessee shall pay all  expenses  and
maintenance  and repair during the term of this  Lease.   If
Lessee  is not then in default hereunder, Lessee shall  have
the  right  to make repairs and improvements to  the  Leased
Premises  without the consent of Lessor if such repairs  and
improvements  do  not  exceed One Hundred  Thousand  Dollars
($100,000.00), provided such repairs or improvements do  not
affect the structural integrity of the Leased Premises.  Any
repairs  or  improvements in excess of One Hundred  Thousand
Dollars  ($100,000.00) or affecting the structural integrity
of  the  Leased  Premises may be done only  with  the  prior
written   consent  of  Lessor,  such  consent  not   to   be
unreasonably  withheld  or  delayed.   All  alterations  and
additions to the Leased Premises shall be made in accordance
with all applicable laws and shall remain for the benefit of
Lessor.   In the event of making such alterations as  herein
provided,  Lessee  further  agrees  to  indemnify  and  save
harmless  Lessor from all expense, liens, claims or  damages
to  either persons or property or the Leased Premises  which
may arise out of or result from the undertaking or making of
said  repairs,  improvements, alterations or  additions,  or
Lessee's   failure  to  make  said  repairs,   improvements,
alterations or additions.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

   Lessee  will comply with all statutes, ordinances, rules,
orders, regulations and requirements of all federal,  state,
city  and local governments, and with all rules, orders  and
regulations  of  the applicable Board of  Fire  Underwriters
that affect the use of the improvements.  Lessee will comply
with  all  easements, restrictions, and covenants of  record
against  or affecting the Leased Premises and any  franchise
agreements required for operation of the Leased Premises  in
accordance with Article 14 hereof.

ARTICLE l0.  SIGNS

   Lessee  shall  have the right to install and  maintain  a
sign  or signs advertising Lessee's business, provided  that
the signs conform to law, and further provided that the sign
or signs conform specifically to the written requirements of
the appropriate governmental authorities.

ARTICLE 11.  SUBORDINATION

   (A)  Lessor  reserves the right and privilege to  subject
and  subordinate this Lease at all times to the lien of  any
mortgage  or mortgages now or hereafter placed upon Lessor's
interest  in  the  Leased  Premises  and  on  the  land  and
buildings  of which said premises are a part,  or  upon  any
buildings hereafter placed upon the land of which the Leased
Premises  are a part, provided such mortgagee shall  execute
its  standard  form, commercially reasonable  subordination,
attornment  and non-disturbance agreement, such form  to  be
consistent   with  other  such  forms  used  by   commercial
mortgagees in the industry.  Lessor also reserves the  right
and  privilege to subject and subordinate this Lease at  all
times  to  any  and  all  advances to  be  made  under  such
mortgages,  and  all  renewals,  modifications,  extensions,
consolidations,  and  replacements  thereof,  provided  such
mortgagee  shall  execute  its standard  form,  commercially
reasonable  subordination,  attornment  and  non-disturbance
agreement, such form to be consistent with other such  forms
used by commercial mortgagees in the industry.

   (B)  Lessee covenants and agrees to execute and  deliver,
upon demand, such further commercially reasonable instrument
or  instruments  subordinating this Lease on  the  foregoing
basis to the lien of any such mortgage or mortgages as shall
be  desired by Lessor and any proposed mortgagee or proposed
mortgagees,  provided  such  mortgagee  shall  execute   its
standard   form,   commercially  reasonable   subordination,
attornment  and non-disturbance agreement, such form  to  be
consistent   with  other  such  forms  used  by   commercial
mortgagees in the industry .



ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

   (A)  If the whole of the Leased Premises are taken by any
public  authority under the power of eminent domain,  or  by
private  purchase  in lieu thereof, then  this  Lease  shall
automatically   terminate  upon  the  date   possession   is
surrendered, and Rent shall be paid up to that day.  If  any
part  of the Leased Premises shall be so taken as to  render
the remainder thereof materially unusable in the opinion  of
a  licensed third party contractor or architect selected  by
Lessee  and approved by Lessor, for the purposes  for  which
the  Leased Premises were leased, then Lessee shall have the
right to terminate this Lease on thirty (30) days notice  to
the  Lessor given within ninety (90) days after the date  of
such  taking.  In the event that this Lease shall  terminate
or  be terminated, the Rent shall be paid up to the day that
possession was surrendered.

   (B)  If any part of the Leased Premises shall be so taken
such   that  it  does  not  render  the  remainder   thereof
materially  unusable for the purposes for which  the  Leased
Premises  were  leased, in the opinion of a  licensed  third
party  contractor  or  architect  selected  by  Lessee   and
approved by Lessor, then Lessee shall, with the use  of  all
of  the  condemnation  proceeds (to  be  made  available  by
Lessor, immediately if such proceeds are less than $100,000,
or if in excess of $100,000, under a commercially reasonable
construction draw procedure in payment of invoices for  work
performed  submitted  by  Lessee  or  its  contractors)  but
otherwise  at  Lessee's own cost and  expense,  restore  the
remaining  portion  of  the Leased Premises  to  the  extent
necessary to render it reasonably suitable for the  purposes
for  which  it  was leased.  Provided, however,  Lessee  may
elect  to  replace  the  Leased Premises  with  a  different
restaurant  concept,  subject  to  Lessor's  prior   written
approval, which approval shall not be unreasonably  withheld
or  delayed,  and further that Lessee shall not be  required
(unless  Lessee so elects) to repair or restore  the  Leased
Premises if the Term or any Renewal Term shall expire within
two  years  of  such  partial taking.  Lessee  shall  notify
Lessor of Lessee's election to not so restore or repair  the
Leased  Premises after such a partial taking within 60  days
of notice of such taking.  If Lessee elects to not make such
repair  or  restoration,  this Lease  shall  terminate  upon
Lessor's   receipt  of  Lessee's  notice   of   termination.
Otherwise, if Lessee so elects or is required to  repair  or
restore  the Leased Premises, Lessee shall make all  repairs
to  the building in which the Leased Premises is located  to
the  extent necessary to constitute the building a  complete
architectural unit. Provided, however, that such work  shall
not  exceed  the scope of the work required to  be  done  by
Lessee  in  originally  constructing  such  building  unless
Lessee shall demonstrate to Lessor's reasonable satisfaction
the  availability of funds to complete such work.  Provided,
further,  the  cost thereof to Lessor shall not  exceed  the
proceeds  of its condemnation award, all to be done  without
any  adjustments  in Rent to be paid by  Lessee,  except  as
follows:  any  condemnation  proceeds  remaining  after  the
completion  of  the  repair  or restoration  of  the  Leased
Premises shall be paid to Lessor. This lease shall be deemed
amended  to  reflect the taking in the legal description  of
the Leased Premises.

   (C)  All compensation awarded or paid upon such total  or
partial taking of the Leased Premises shall belong to and be
the  property of Lessor without any participation by Lessee,
whether  such  damages shall be awarded as compensation  for
diminution  in value to the leasehold or to the fee  of  the
premises  herein leased.  Nothing contained herein shall  be
construed  to  preclude  Lessee from prosecuting  any  claim
directly   against   the  condemning   authority   in   such
proceedings   for:   Loss  of  business;   interruption   of
business;  moving expenses; damage to or loss  of  value  or
cost of removal of inventory, trade fixtures, furniture, and
other  personal  property  belonging  to  Lessee;  provided,
however,  that  no  such claim shall diminish  or  otherwise
adversely  affect  Lessor's award or the award  of  any  fee
mortgagee.

ARTICLE l3.  RIGHT TO INSPECT

   Lessor  reserves  the right to enter  upon,  inspect  and
examine  the  Leased  Premises at any time  during  business
hours,  after reasonable notice to Lessee, and Lessee agrees
to  allow Lessor free access to the Leased Premises to  show
the  premises.  Upon default by Lessee or at any time within
one   hundred  eighty  (180)  days  of  the  expiration   or
termination of the Lease, Lessee agrees to allow  Lessor  to
then  place  "For Sale" or "For Rent" signs  on  the  Leased
Premises.

ARTICLE l4.  EXCLUSIVE USE

   After  the  Occupancy Date, Lessee expressly  agrees  and
warrants  that the Leased Premises will be used  exclusively
as  a  Johnny  Carino's Country Italian Restaurant  (or  any
derivative  of  such  name  as Lessee  may  use)  or,  after
obtaining  Lessor's prior written consent, such consent  not
to  be unreasonably withheld or delayed, other casual dining
sit-down  restaurant.  Lessee acknowledges and  agrees  that
any  other  use without the prior written consent of  Lessor
will  constitute a default under and a violation and  breach
of  this Lease.  Lessee agrees:  To open for business on the
first  day  in respect of which Rent is payable; to  operate
all  of the Leased Premises during the Term or Renewal Terms
during regular and customary hours for businesses similar to
the  permitted exclusive use stated herein, unless prevented
from  doing  so  by causes beyond Lessee's control;  and  to
conduct its business in a prudent and reputable manner.

ARTICLE l5.  DESTRUCTION OF PREMISES

   If,  during  the term of this Lease, the Leased  Premises
are   totally  or  partially  destroyed  by  fire  or  other
elements,  within a reasonable time (but in no event  longer
than  one  hundred  eighty (180) days  and  subject  to  the
provisions  herein below), Lessee shall repair  and  restore
the improvements so damaged or destroyed as nearly as may be
practical  to  their  condition immediately  prior  to  such
casualty.   All  rents  payable by Lessee  shall  be  abated
during  the  period of repair and restoration to the  extent
that Lessor shall be compensated by the proceeds of the rent
loss   insurance  required  to  be  maintained   by   Lessee
hereunder.

   Provided Lessee is not in default hereunder (and  retains
according  to  the terms hereof the right to rebuild),  then
with the Lessor's prior written consent (if the repairs will
exceed the amounts set forth in Article 8(B)), which consent
shall  not be unreasonably withheld or delayed, Lessee shall
have  the  right  to promptly and in good faith  settle  and
adjust  any  claim  under such insurance policies  with  the
insurance  company or companies on the amounts  to  be  paid
upon  the  loss.  The insurance proceeds shall  be  used  to
reimburse  Lessee for the cost of rebuilding or  restoration
of  the  Leased Premises.  The Leased Premises shall  be  so
restored or rebuilt so as to be of at least equal value  and
substantially the same character as prior to such damage  or
destruction.  Provided, however, Lessee may elect to replace
the  Leased  Premises  with a different  restaurant  concept
subject  to Lessor's prior written approval, which  approval
shall  not  be  unreasonably withheld or  delayed.   If  the
insurance  proceeds  are  less  than  One  Hundred  Thousand
Dollars  ($100,000), they shall be paid to Lessee  for  such
repair  and  restoration.   If the  insurance  proceeds  are
greater  than  or  equal  to  One Hundred  Thousand  Dollars
($100,000),  they  shall be deposited by Lessee  and  Lessor
into   a  customary  construction  escrow  at  a  nationally
recognized  title insurance company, or at Lessee's  option,
with  Lessor  ("Escrowee") and shall be made available  from
time  to  time  to  Lessee for such repair and  restoration.
Such  proceeds  shall  be disbursed in conformity  with  the
terms   and   conditions   of   a  commercially   reasonable
construction  loan  agreement.   Lessee  shall,  in   either
instance, deliver to Lessor or Escrowee (as the case may be)
satisfactory  evidence of the estimated cost  of  completion
together  with  such  architect's certificates,  waivers  of
lien,  contractor's sworn statements and other  evidence  of
cost  and  of  payments  as  the  Lessor  or  Escrowee   may
reasonably  require and approve.  If the estimated  cost  of
the  work  exceeds Twenty-Five Percent (25%) of the original
cost to Lessor to acquire its interest in the Lease Premises
from   Lessee,  all  plans  and  specifications   for   such
rebuilding or restoration shall be subject to the reasonable
approval of Lessor.

   Any  insurance proceeds remaining with Escrowee after the
completion  of the repair or restoration shall  be  paid  to
Lessor.

   If  the  proceeds  from the insurance  are  insufficient,
after   review   of   the  bids  for  completion   of   such
improvements,  or  should  become  insufficient  during  the
course  of construction, to pay for the total cost of repair
or restoration, Lessee shall, prior to commencement of work,
demonstrate    to    Escrowee   and   Lessor's    reasonable
satisfaction,  the availability of such funds  necessary  to
complete construction and Lessee shall deposit the same with
Escrowee  for  disbursement under  the  construction  escrow
agreement.   Provided,  further,  that  should  the   Leased
Premises  be  damaged or destroyed to the  extent  of  fifty
(50%)  percent of its value or such that Lessee cannot carry
on  business  as  a  casual dining  restaurant  without  (in
Lessor's  reasonable  opinion) being closed  for  more  than
sixty   (60)  days  (which  duration  of  closure   may   be
established  by  Lessee by the affidavit of  an  independent
third  party contractor as to the estimated time of  repair)
during  the  last two years of the remaining  term  of  this
Lease  or  any  of the option terms of this  Lease,  if  any
further options to renew remain, Lessee may elect within  30
days  of  such  damage, to then exercise at  least  one  (1)
option to renew this Lease so that the remaining term of the
Lease  is  not  less  than five (5) years  in  order  to  be
entitled  to  such  insurance proceeds  for  restoration  or
rebuilding.    Absent  such  election,  this   Lease   shall
terminate upon Lessor's receipt of the insurance proceeds in
the  amount  estimated  to restore  or  rebuild  the  Leased
Premises.

ARTICLE l6.  ACTS OF DEFAULT

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

        1.  Failure   to  pay  the  Rent  or  any   monetary
            obligation herein reserved, or any part  thereof
            when   the   same  shall  be  due  and  payable.
            Interest  and  late charges for failure  to  pay
            Rent  when due shall accrue if Lessee shall fail
            to  make  payment within five days after  notice
            to  Lessee that Rent has not been paid.   Lessee
            shall  be granted five days after written notice
            to  cure  such failure to pay the  Rent  or  any
            other monetary obligation herein reserved.

        2.  Failure to do, observe, keep and perform any  of
            the    other   terms,   covenants,   conditions,
            agreements  and provisions in this Lease  to  be
            done,  observed, kept and performed  by  Lessee;
            provided,   however,  that  Lessee  shall   have
            Thirty  (30)  days  after  written  notice  from
            Lessor  within  which to cure such  default,  or
            such  longer time as may be reasonably necessary
            if  such  default  cannot  reasonably  be  cured
            within   Thirty   (30)  days,   if   Lessee   is
            diligently pursuing a course of conduct that  in
            Lessor's   reasonable  opinion  is  capable   of
            curing  such  default, but  in  any  event  such
            longer  time  shall  not exceed  90  days  after
            written   notice  from  Lessor  of  the  default
            hereunder.

        3.  The  abandonment of the premises by Lessee,  the
            adjudication  of  Lessee  as  a  bankrupt,   the
            making  by  Lessee of a general  assignment  for
            the  benefit of creditors, the taking by  Lessee
            of  the  benefit of any insolvency act  or  law,
            the  appointment  of  a  permanent  receiver  or
            trustee  in  bankruptcy for Lessee property,  or
            the  appointment of a temporary  receiver  which
            is  not  vacated or set aside within sixty  (60)
            days from the date of such appointment.

ARTICLE l7.  TERMINATION FOR DEFAULT

   In  the event of any uncured default by Lessee and at any
time  thereafter,  Lessor may serve a  written  notice  upon
Lessee  that  Lessor elects to terminate this  Lease.   This
Lease  shall then terminate on the date so specified  as  if
that  date had been originally fixed as the expiration  date
of  the  term herein granted, provided, however, that Lessee
shall  have  continuing liability for future rents  for  the
remainder  of  the  original term and any exercised  renewal
term as set forth in Article 19, notwithstanding any earlier
termination  of the Lease hereunder, preserving unto  Lessor
the benefit of its bargained-for rental payments.




ARTICLE l8.  LESSOR'S RIGHT OF RE-ENTRY

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

ARTICLE l9.  LESSEE'S CONTINUING LIABILITY

   (A)  Should Lessor elect to re-enter as provided in  this
Lease  or  should  it  take  possession  pursuant  to  legal
proceedings or pursuant to any notice provided for  by  law,
it  may either (i) terminate this Lease or (ii) it may  from
time to time, without terminating the contractual obligation
of   Lessee  to  pay  Rent  under  this  Lease,  make   such
alterations  and repairs as may be necessary  to  relet  the
Leased Premises or any part thereof for such Term or Renewal
Terms, at such Rent or Rents, and upon such other terms  and
conditions  as  Lessor  in  its  sole  discretion  may  deem
advisable.   Termination of Lessee's right to possession  by
Court  Order shall be sufficient evidence of the termination
of  Lessee's  possessory rights under this  Lease,  and  the
filing  of  such an Order shall be notice of the termination
of   Lessee's  Option  to  Purchase  as  set  forth  in  any
Memorandum of Lease of record.

   (B)  Upon each such reletting, without termination of the
contractual  obligation of Lessee to  pay  Rent  under  this
Lease,  all  rents  received by Lessor from  such  reletting
shall be applied as follows:

        1.   First, to the payment of any indebtedness other
        than Rent due hereunder from Lessee to Lessor;

        2.   Second, to the payment of any costs and expenses
        of  such  reletting,  including  brokerage  fees  and
        attorney's fees and  of costs of such alterations and
        repairs;

        3.   Third, to the payment of Rent and other monetary
        obligations due and unpaid hereunder;

        4.   Finally,  the  residue, if any, shall be held by
        Lessor  and  applied in payment of future Rent as the
        same may become due and payable hereunder.

If  such rents received from such reletting during any month
are  less  than that to be paid during that month by  Lessee
hereunder,  Lessee shall pay any such deficiency to  Lessor.
Such  deficiency shall be calculated and paid  monthly.   No
such  re-entry or taking possession of such Leased  Premises
by  Lessor shall be construed as an election on its part  to
terminate Lessee's contractual obligations under this  Lease
respecting the payment of rent and obligations for the costs
of  repair and maintenance unless a written notice  of  such
intention be given to Lessee.

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

   (D)  In  addition to any other remedies Lessor  may  have
with  this  Article 19, Lessor may recover from  Lessee  all
damages  it  may  incur by reason of any breach,  including:
The  cost  of recovering and reletting the Leased  Premises;
reasonable   attorney's  fees;  and,   the   present   value
(discounted at a rate of 10% per annum) of the excess of the
amount  of  Rent and charges equivalent to Rent reserved  in
this  Lease  for  the remainder of the Term  over  the  then
reasonable rent value of the Leased Premises (or the  actual
rents  receivable by Lessor, if relet) for the remainder  of
the  Term, all of which amounts shall be immediately due and
payable  from Lessee to Lessor in full.  In the  event  that
the rent obtained from such alternative or substitute tenant
is more than the Rent which Lessee is obligated to pay under
this  Lease,  then  such  excess shall  be  paid  to  Lessor
provided  that Lessor shall credit such excess  against  the
outstanding  obligations of Lessee due pursuant  hereto,  if
any.

   (E)  It is the object and purpose of this Article 19 that
Lessor shall be kept whole and shall suffer no damage by way
of  non-payment  of  Rent or by way of diminution  in  Rent.
Lessee waives and will waive all rights to trial by jury  in
any  summary proceedings or in any action brought to recover
Rent  herein  that  may  hereafter be instituted  by  Lessor
against  Lessee  in respect to the Leased Premises.   Lessee
hereby  waives  any rights of re-entry it may  have  or  any
rights  of redemption or rights to redeem this Lease upon  a
termination of this Lease.

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

(A)      All  building  fixtures,  building  machinery,  and
building equipment used in connection with the operation  of
the  Leased Premises including, but not limited to, heating,
electrical  wiring,  lighting,  ventilating,  plumbing,  air
conditioning systems, and the equipment owned by Lessor  and
leased  to  Lessee hereunder as specifically  set  forth  on
Exhibit  B  attached  hereto  and  incorporated  herein   by
reference  shall  be  the property  of  Lessor.   All  trade
fixtures  and  all other fixtures and articles  of  personal
property  owned  by  Lessee shall  remain  the  property  of
Lessee.  Lessor hereby acknowledges and agrees that  it  has
no   contractual  lien,  and  hereby  waives  any  statutory
landlord's  lien that Lessor might have, on the property  of
Lessee.

   (B)  Lessee  shall  furnish  and  pay  for  any  and  all
equipment, furniture, trade fixtures, and signs, except  for
such  items,  if any, described in Article 20(A)  above,  as
owned by Lessor.

   (C)  At  the end of the term of this Lease, the  property
described  at Article 20(B) above, after written  notice  to
Lessor  given at least ten (10) days prior thereto,  may  be
removed  from  the Leased Premises by Lessee  regardless  of
whether  or  not  such property is attached  to  the  Leased
Premises so as to constitute a "fixture" within the  meaning
of  the  law; however, all damages and repairs to the Leased
Premises which may be caused by the removal of such property
shall be paid for by Lessee.

ARTICLE 2l.  LIENS

   Lessee  shall not do or cause anything to be done whereby
the  Leased Premises may be encumbered by any mechanic's  or
other  liens.   Whenever and as often as any  mechanic's  or
other  lien is filed against said Leased Premises purporting
to be for labor or materials furnished or to be furnished to
Lessee, Lessee shall remove the lien of record by payment or
by  bonding with a surety company authorized to do  business
in the state in which the property is located, within twenty
(20) days from the date of the filing of said mechanic's  or
other  lien  and  delivery of notice thereof  to  Lessee  of
Lessee's obligation under this Lease.  Should Lessee fail to
take the foregoing steps within said twenty (20) day period,
Lessor shall have the right, among other things, to pay said
lien without inquiring into the validity thereof, and Lessee
shall  forthwith  reimburse Lessor  for  the  total  expense
incurred  by it in discharging said lien as additional  Rent
hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

   No   agreement  to  accept  a  surrender  of  the  Leased
Premises or termination of this Lease shall be valid  unless
in  writing signed by Lessor.  The delivery of keys  to  any
employee of Lessor or Lessor's agents shall not operate as a
termination  of  the Lease or a surrender of  the  premises.
The  failure of Lessor to seek redress for violation of  any
rule  or  regulation, shall not prevent  a  subsequent  act,
which  would  have originally constituted a violation,  from
having  all  the force and effect of an original  violation.
Neither  payment by Lessee or receipt by Lessor of a  lesser
amount than the Rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated Rent.   Nor
shall  any  endorsement or statement on any  check  nor  any
letter  accompanying any check or payment as Rent be  deemed
an accord and satisfaction.  Lessor may accept such check or
payment  without prejudice to Lessor's right to recover  the
balance of such Rent or pursue any other remedy provided  in
this  Lease.   This  Lease  contains  the  entire  agreement
between  the parties, and any executory agreement  hereafter
made  shall  be  ineffective to  change  it,  modify  it  or
discharge  it,  in whole or in part, unless  such  executory
agreement is in writing and signed by the party against whom
enforcement  of  the change, modification  or  discharge  is
sought.

ARTICLE 23.  QUIET ENJOYMENT

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

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

   Each  party  agrees to pay and discharge  all  reasonable
costs, and actual attorneys' fees, including but not limited
to  attorney's fees incurred at the trial level and  in  any
appellate or bankruptcy proceeding, and expenses that  shall
be  incurred  by  the  prevailing  party  in  enforcing  the
covenants,  conditions and terms of this Lease or  defending
against an alleged breach, including the costs of reletting.
Such  costs,  attorney's fees, and expenses if  incurred  by
Lessor  shall  be  considered as Rent as due  and  owing  in
addition to any Rent defined in Article 4 hereof.

ARTICLE 25.  ESTOPPEL CERTIFICATES

   Either  party to this Lease will, at any time,  upon  not
less  than  ten (l0) days prior request by the other  party,
execute, acknowledge and deliver to the requesting  party  a
statement  in writing, executed by an executive  officer  of
such  party, certifying that:  (a) this Lease is  unmodified
(or  if modified then disclosure of such modification  shall
be  made);  (b) this Lease is in full force and effect;  (c)
the date to which the Rent and other charges have been paid;
and  (d)  to the knowledge of the signer of such certificate
that the other party is not in default in the performance of
any  covenant,  agreement  or condition  contained  in  this
Lease,  or  if  a default does exist, specifying  each  such
default  of  which  the signer may have  knowledge.   It  is
intended that any such statement delivered pursuant to  this
Article  may be relied upon by any prospective purchaser  or
mortgagee  of  the Leased Premises or any assignee  of  such
mortgagee or a purchaser of the leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

   During  the  term of this Lease, Lessee will, within  one
hundred  twenty (120) days after the end of Lessee's  fiscal
year, furnish Lessor with Lessee's financial statements  (in
SEC  Form  10-K,  if  available).  The financial  statements
shall  be  prepared  in conformity with  generally  accepted
accounting principles (GAAP) and shall be certified as  true
and   correct  by  the  chief  financial  officer  or  other
authorized  officer  of Lessee.  Lessee shall  also  provide
Lessor  with  financial statements for the  Leased  Premises
within  120  days  after the end of each  Lease  Year.   The
financial statements for the Leased Premises do not need  to
be  prepared  by an independent certified public accountant,
but  shall  be  certified as true and correct by  the  chief
financial  officer  or other authorized officer  of  Lessee.
Additionally,  during  the term of the  Lease,  Lessee  will
within forty-five (45) days from the end of each quarter  of
each  fiscal  year,  furnish Lessor with Lessee's  financial
statements  (in  SEC Form 10-Q if available)  and  financial
statements of the Leased Premises for such quarter.   Lessor
shall  have  the right to require such financial  statements
for  the  Lessee and the Leased Premises on a monthly  basis
after  the  occurrence  of  a default  in  any  Lease  Year.
Provided, however, if Lessee shall not commit a default  for
twelve  consecutive months, Lessor's right to  require  such
monthly  financial statements shall terminate  until  Lessee
shall again commit a default in any given Lease Year.   Said
quarterly  (or  monthly, if required  by  Lessor)  financial
statements  do  not  need to be prepared by  an  independent
certified public accountant, but shall be certified as  true
and   correct  by  the  chief  financial  officer  or  other
authorized  officer  of  Lessee.  The  financial  statements
shall  conform  to  GAAP, and include a  balance  sheet  and
related  statements of operations, statement of cash  flows,
statement  of changes in shareholder's equity,  and  related
notes to financial statements, if any.

ARTICLE 27.  MORTGAGE

   Lessee    does   hereby   agree   to   make    reasonable
modifications  of this Lease requested by any  Mortgagee  of
record from time to time provided such modifications are not
substantial  and  do  not  increase  any  of  the  Rents  or
materially modify any of the elements of this Lease.

ARTICLE 28.  OPTION TO RENEW

   If  this  Lease is not previously canceled or  terminated
and if Lessee is not then in default, then Lessee shall have
the  option to renew this Lease upon the same conditions and
covenants  contained in this Lease for Three (3) consecutive
periods  of Five (5) years each (singularly "Renewal Term").
Rent  during  each  Lease  Year of any  Renewal  Term  shall
increase  by 1% of the Rent payable for the preceding  Lease
Year.

   The   first  Renewal  Term  will  commence  on  the   day
following  the date the original Term expires and successive
Renewal Terms will commence on the day of following the last
day of the then expiring Renewal Term.  Lessee must give one
hundred  twenty (l20) days written notice to Lessor  of  its
intent  to  exercise this option prior to the expiration  of
the  original Term of this Lease or any Renewal Term, as the
case may be.

ARTICLE 29.  MISCELLANEOUS PROVISIONS

(A)  All  notices, consents, approvals, or other instruments
     required or  permitted  to be  given  by  either  party
     pursuant to this Lease shall be in writing and given by
     (i)  hand  delivery,  (ii)  facsimile,  (iii)   express
     overnight  delivery   service   or  (iv)  certified  or
     registered mail, return receipt requested, and shall be
     deemed to have been delivered upon (a) receipt, if hand
     delivered, (b) confirmed transmission,  if delivered by
     facsimile, (c) the next business day, if   delivered by
     express overnight delivery service, or (d) the    third
     business  day  following  the  day  of  deposit of such
     notice with the United State Postal Service, if sent by
     certified or registered mail, return receipt requested.
     Notices shall be provided to the parties and  addresses
     (or  facsimile numbers, as applicable) specified on the
     first page hereof.

(B)  The  terms, conditions and covenants contained in  this
     Lease  and  any riders and plans attached hereto  shall
     bind and inure to the benefit of Lessor and Lessee  and
     their     respective    successors,    heirs,     legal
     representatives, and assigns.

(B)  This Lease shall be governed by and construed under the
     laws of the State where the Leased Premises are situate.

(D)  In  the event that any provision of this Lease shall be
     held  invalid or unenforceable, no other provisions  of
     this  Lease shall be affected by such holding, and  all
     of   the  remaining  provisions  of  this  Lease  shall
     continue  in  full  force and effect  pursuant  to  the
     terms hereof.

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

(F)  In  the  event  Lessee  remains in  possession  of  the
     premises  herein  leased after the expiration  of  this
     Lease  and  without the execution of a  new  lease,  it
     shall  be  deemed to be occupying said  premises  as  a
     tenant   from  month-to-month,  subject  to   all   the
     conditions, provisions, and obligations of  this  Lease
     insofar   as   the   same  can  be  applicable   to   a
     month-to-month   tenancy  except   that   the   monthly
     installment  of  Rent shall be increased  150%  of  the
     amount due on the last month prior to such expiration.

(G)  If  any  installment of Rent (whether lump sum, monthly
     installments,  or  any other monetary amounts  required
     by  this  Lease  to  be paid by Lessee  and  deemed  to
     constitute Rent hereunder) shall not be paid  when  due
     and  shall  remain unpaid for five days  after  written
     notice  to Lessee, or financial statements required  to
     be  delivered  hereunder by Lessee  remain  undelivered
     when  due for five days after written notice to Lessee,
     Lessor  shall  have the right to charge Lessee  a  late
     charge  of $250.00 per month for each month (or portion
     thereof)  that  any amount of Rent installment  remains
     unpaid    or    such   financial   statements    remain
     undelivered.

(H)  Any   part  of  the  Leased  Premises  (excluding   the
     Building)  may  be conveyed by Lessor  for  private  or
     public  non-exclusive easement purposes  at  any  time,
     provided  such  easement does not  interfere  with  the
     business  of  Lessee and provided Lessor has  delivered
     to   Lessee  written  notification,  together  with   a
     description  of  the  location  and  reason  for   such
     easement,  at  least 30 days prior to such  conveyance.
     In  such  event  Lessor shall,  at  its  own  cost  and
     expense,  restore the remaining portion of  the  Leased
     Premises   to  the  extent  necessary  to   render   it
     reasonably suitable for the purposes for which  it  was
     leased,  all to be done without adjustments in Rent  to
     be  paid  by  Lessee.  All proceeds from any conveyance
     of an easement shall belong solely to Lessor.

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

(J)  Lessee  agrees to cooperate with Lessor to allow Lessor
     to  obtain  and  use  at Lessor's  expense  promotional
     photographs of the Leased Premises.

ARTICLE 30.  REMEDIES

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

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

   Lessee covenants, represents and warrants to Lessor,  its
successors and assigns, (i) that (except for items  normally
used by Lessee in the course of restaurant operations and in
such case, such items are used and stored in accordance with
applicable  law or regulation) it has not used or  permitted
and  will not use or permit the Leased Premises to be  used,
whether  directly or through contractors, agents or tenants,
and  to  the  best  of  Lessee's  knowledge  and  except  as
disclosed to Lessor in writing, the Leased Premises has  not
at  any  time  been  used for the generating,  transporting,
treating, storage, manufacture, emission of, or disposal  of
any  dangerous,  toxic  or hazardous pollutants,  chemicals,
wastes or substances as defined in the Federal Comprehensive
Environmental  Response Compensation and  Liability  Act  of
1980  ("CERCLA"),  the  Federal  Resource  Conservation  and
Recovery  Act of 1976 ("RCRA"), or any other federal,  state
or   local   environmental   laws,  statutes,   regulations,
requirements  and  ordinances ("Hazardous Materials");  (ii)
that  to the best of Lessee's knowledge, there have been  no
investigations or reports involving Lessee,  or  the  Leased
Premises  by  any governmental authority which  in  any  way
pertain  to  Hazardous Materials (iii) that to the  best  of
Lessee's knowledge the operation of the Leased Premises  has
not  violated  and is not currently violating  any  federal,
state  or  local  law, regulation, ordinance or  requirement
governing  Hazardous Materials; (iv) that  to  the  best  of
Lessee's knowledge the Leased Premises is not listed in  the
United  States  Environmental Protection  Agency's  National
Priorities List of Hazardous Waste Sites nor any other list,
schedule, log, inventory or record of Hazardous Materials or
hazardous  waste  sites, whether maintained  by  the  United
States Government or any state or local agency; and (v) that
the  Leased Premises will not contain any formaldehyde, urea
or asbestos, except as may have been disclosed in writing to
Lessor  by  Lessee at the time of execution and delivery  of
this  Lease.   Lessee  agrees  to  indemnify  and  reimburse
Lessor, its successors and assigns, for:

(a)  any  loss,  damage, expense or cost arising out  of  or
     incurred by Lessor which is the result of a breach  of,
     misstatement  of  or  misrepresentation  of  the  above
     covenants, representations and warranties, and

(b)  any  and  all  liability of any kind  whatsoever  which
     Lessor  may, for any cause and at any time, sustain  or
     incur  by  reason of Hazardous Materials discovered  on
     the  Leased Premises during the term hereof  or  placed
     or released on the Leased Premises by Lessee;

together  with  all attorneys' fees, costs and disbursements
incurred  in  connection  with the  defense  of  any  action
against  Lessor arising out of the above.  These  covenants,
representations  and warranties shall be  deemed  continuing
covenants, representations and warranties for the benefit of
Lessor,  and any successors and assigns of Lessor and  shall
survive expiration or sooner termination of this Lease.  The
amount  of  all  such indemnified loss, damage,  expense  or
cost,  shall  bear interest thereon at twelve percent  (12%)
per  annum  and shall become immediately due and payable  in
full  on  demand  of  Lessor, its  successors  and  assigns.
Lessee  shall  not be responsible for any liabilities  under
this  Article  if the liability results from  activities  of
Lessor or any agent, employee, or contractor of Lessor.

ARTICLE 32.  ESCROWS

     Upon  the  occurrence of a third default in any  twelve
month  period  by  Lessee, or upon the request  of  Lessor's
mortgagee, if any, Lessee shall deposit with Lessor  on  the
first  day  of  each  and every month, an  amount  equal  to
one-twelfth  (1/12th) of the estimated  annual  real  estate
taxes,  assessments  and insurance ("Charges")  due  on  the
Leased   Premises,   or  such  higher   amounts   reasonably
determined by Lessor as necessary to accumulate such amounts
to  enable Lessor to pay all charges due and owing at  least
thirty (30) days prior to the date such amounts are due  and
payable.  If  Lessee is depositing into  such  escrow  as  a
result  of  its  third  default in any  given  twelve  month
period,  and Lessee shall not commit a default for a  period
of  24 months from the commencement of such escrowing,  such
escrow shall be discontinued unless renewed according to the
terms  hereof for the occurrence of a third default  in  any
twelve  month  period,  or  upon  the  request  of  Lessor's
mortgagee.

   From  time to time out of such deposits Lessor will, upon
the  presentation to Lessor by Lessee of the bills therefor,
pay the Charges or will upon presentation of receipted bills
therefor, reimburse Lessee for such payments made by Lessee.
In the event the deposits on hand shall not be sufficient to
pay  all of the estimated Charges when the same shall become
due  from time to time or the prior payments shall  be  less
than  the  currently estimated monthly amounts, then  Lessee
shall  pay to Lessor on demand any amount necessary to  make
up  the deficiency. The excess of any such deposits shall be
credited  to subsequent payments to be made for such  items.
If  a  default or an event of default shall occur under  the
terms  of  this  Lease, Lessor may, at its  option,  without
being  required so to do, apply any Deposit on hand to  cure
the default, in such order and manner as Lessor may elect.

ARTICLE 33.  NET LEASE

   It  is  the intent of the parties hereto that this  Lease
shall  be a net lease and that the Rent defined pursuant  to
Article 4 should be a net Rent paid to Lessor.  Any and  all
other  expenses  including but not limited to,  maintenance,
repair, insurance, taxes, and assessments, shall be paid  by
Lessee.

ARTICLE 34.  RIGHT OF FIRST REFUSAL

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

(A)  DURATION  OF  OPTION.  The Option and  all  rights  and
privileges  of  Lessee hereunder shall be in force  for  the
term of this Lease until the expiration of Lessee's right to
possession.

(B)  MANNER OF EXERCISING OPTION.  If Lessor shall desire to
sell  the  Leased  Premises (subject to the  terms  of  this
Lease),  Lessor shall give Lessee written notice of Lessor's
intention  to sell Lessor's interest in the Leased Premises.
Such notice ("Lessor's Notice") shall state a price at which
(or  greater) Lessor intends to sell all or a portion of its
interest.    For  twenty (20) business  days  following  the
giving  of  such  notice, Lessee shall have  the  option  to
purchase  the Lessor's interest at the price in cash  stated
in  the  Lessor's Notice.  A written notice in substantially
the following form, addressed to Lessor and signed by Lessee
and  given,  in  accordance with the provisions  of  Article
29(A)  hereof, within the period for exercising the  Option,
submitted with a bank cashier's check or money order payable
to  the  order  of  Lessor in the amount of $25,000.00  (the
"Earnest  Money") shall be an effective exercise of Lessee's
Option, to wit:


                        (date)

"We  hereby  exercise  the Option to purchase  the  property
commonly known as Carino's, Longview, Texas, pursuant to the
Right  of First Refusal contained in that certain Net  Lease
Agreement between us pertaining to said premises."

(C)   TERMS  OF  SALE  IF OPTION EXERCISED.   Upon  Lessee's
exercise of the Option in accordance with the provisions  of
subparagraph (B) hereof, Lessor shall be obligated  to  sell
and  convey by recordable warranty deed, good and marketable
title  to  the Leased Premises subject only to  the  matters
affecting title which were of record at the time Lessor came
into  title  to the Leased Premises and those matters  which
Lessee  created, suffered or permitted to accrue during  the
term  hereof, and Lessee shall be obligated to purchase  the
Premises upon the following terms and conditions:

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

(ii) CLOSING.   Closing shall be thirty (30) days after  the
     expiration  of the twenty days within which Lessee  may
     exercise its Option, unless the parties mutually  agree
     otherwise.   The  Purchase Price less  credit  for  the
     Earnest  Money  shall  be tendered  in  cash  or  other
     certified funds by Lessee at Closing.

(iii)     EVIDENCE  OF TITLE.  Not less than ten  (10)  days
     prior to closing, Lessee shall obtain a commitment  for
     an  TLTA owner's policy of title insurance dated within
     thirty  (30)  days  of the closing date,  issued  by  a
     nationally recognized title insurance company  selected
     by  Lessor (the "Title Company") in the amount  of  the
     Purchase  Price  determined  pursuant  to  subparagraph
     (C)(i)  above,  naming Lessee as the proposed  insured,
     and  covering  the  fee  simple  title  to  the  Leased
     Premises, and showing Lessor vested with good title  to
     the   Leased  Premises  subject  only  to  the  matters
     affecting  title  which  were of  record  at  the  time
     Lessor  came  into  title to the  Leased  Premises  and
     those   matters  which  Lessee  created,  suffered   or
     permitted  to  accrue  during the  term  hereof.   Such
     title  commitment shall be conclusive evidence of  good
     title.

(IV) PRORATIONS.  Lessor shall pay the cost of the aforesaid
     title  policy and any and all state and municipal taxes
     imposed  by  law  on  the  transfer of the title to the
     Leased  Premises, or the transaction  pursuant to which
     such transfer   occurs.  Water, sewer and other utility
     charges, if any, which are not metered, driveway permit
     charges, if any,  general real estate taxes,  and other
     similar  items,  shall  be  adjusted  ratably as of the
     Closing, except to the extent otherwise settled between
     the parties pursuant to other provisions of this Lease.
     No portion of the Base Rent paid  by  Lessee  shall  be
     credited toward the Purchase Price but  Lessee shall be
     given  a  credit for rent prepaid for any period  after
     the Closing.

(V)  ESCROW  CLOSING.  At the election of Lessor  or  Lessee
     upon notice  to the other party not less than five  (5)
     days  prior  to  the Closing, this sale shall be closed
     through an escrow with the Title Company, in accordance
     with  the  general provisions of the usual form of Deed
     and Money Escrow Agreement then is use by said company,
     with such  special  provisions  inserted  in the escrow
     agreement as may  be   required  to  conform  with this
     agreement.  Upon  the   creation  of  such  an  escrow,
     anything herein to the contrary notwithstanding, paying
     of the purchase price and delivery of the deed shall be
     made through the escrow.  The cost of  the escrow shall
     be divided equally between the Lessor and   Lessee.  If
     for   any   reason  other than   Lessee's  default, the
     transaction fails to close, the Earnest Money shall  be
     returned to Lessee forthwith.

(vi) REMEDIES  ON  DEFAULT.  If Lessee  defaults  under  the
     provisions  of  this subparagraph 34(C),  Lessor  shall
     have   the  right  to  annul  the  provisions  of  this
     paragraph  34 by giving Lessee notice of such election,
     provided that Lessor has first notified Lessee of  such
     default  and Lessee has failed to cure the same  within
     ten  (10) days after such notice.  Upon Lessor's notice
     of  annulment in accordance herewith, the Earnest Money
     shall  be  forfeited and paid to Lessor  as  liquidated
     damages,  which  shall be Lessor's sole  and  exclusive
     remedy.   If  Lessor defaults under the  provisions  of
     this  subparagraph 34(C) and fails to cure such default
     within  ten (10) days after being notified of the  same
     by  Lessee,  then in such event, (i) the Earnest  Money
     at  Lessee's election and immediately upon  its  demand
     shall  be  returned to Lessee, which return shall  not,
     however, in any way release or absolve Lessor from  its
     obligations   hereunder  and  (ii)  Lessee   shall   be
     entitled  to  all remedies (both legal  and  equitable)
     the  law  (both statutory and decisional) of the  state
     in  which  the  Leased Premises are  situated  provides
     without  first  having to tender  the  balance  of  the
     purchase  price  as a condition precedent  thereof  and
     without having to make any election of such remedies.

(D)  EFFECT OF OPTION ON LEASE.  If the Option is exercised,
this Lease shall continue in full force and effect until the
Closing  hereinabove  specified.  If  for  any  reason  such
Closing  fails to occur, this Lease shall continue  in  full
force  and  effect,  except that if the provisions  of  this
paragraph  34  are  annulled by Lessor, in  accordance  with
subparagraph  34(C)(vi), by reason of a default  by  Lessee,
this Lease shall continue but without the provisions of this
paragraph 34 being a part hereof.

(E) If Lessee fails to exercise its Option, Lessor shall  be
free  to  sell  all or any portion of its  interest  in  the
Leased  Premises for six months following the expiration  of
the twenty days within which Lessee may exercise its Option,
provided that Lessor shall sell its interest or any  portion
thereof for a price (pro-rata for a partial interest)  equal
to  or  greater than the price set forth in Lessor's Notice.
This  Right of First Refusal shall survive any sale  of  the
Leased  Premises and shall apply to any subsequent  sale  or
potential sale by Lessor or its assigns.

ARTICLE 35 ANNUAL BASE RENT BUY-DOWN

      Annual Base Rent Buy-Down.  Lessee may, anytime in the
first  18  full  months  of this Lease,  "buy-down"  by  the
payment  of  up  to  $300,000, the Annual  Base  Rent  going
forward resulting in a corresponding reduction in the Annual
Base Rent then payable by the amount of 9% of the amount  of
such Buy-Down.  Such reduced Base Rent shall be evidenced by
an Amendment to this Lease signed by both Lessee and Lessor,
and  the  reduced Rent shall commence with the first monthly
Base Rental payment due after such Buy-Down occurs.

ARTICLE 36.  OPTION TO PURCHASE

   Lessor,  for  itself, its successors and assigns,  hereby
gives  and  grants  to Lessee An Option  (the  "Option")  to
purchase  the Leased Premises at any time during  the  first
three  Lease  Years,  subject to  the  following  terms  and
conditions:

(A)  DURATION  OF  OPTION.  The Option and  all  rights  and
privileges of Lessee hereunder shall be in force  until  the
earlier of expiration of Lessee's right to possession or the
end of the third Lease Year.

(B)  MANNER OF EXERCISING OPTION.  If Lessee shall desire to
purchase the Leased Premises (subject to the terms  of  this
Lease), Lessee shall give Lessor written notice at least  90
days  prior to Lessee's requested closing date (and at least
90  days  prior  to  the  end of the third  Lease  Year)  of
Lessee's  intention  to purchase Lessor's  interest  in  the
Leased  Premises.   Such  notice ("Lessee's  Notice")  shall
state  the  price  (as further set forth  herein)  at  which
Lessee  intends to purchase the Leased Premises   A  written
notice  in  substantially the following form,  addressed  to
Lessor  and  signed by Lessee and given, in accordance  with
the  provisions of Article 29(A) hereof, within  the  period
for  exercising the Option, submitted with a bank  cashier's
check  or money order payable to the order of Lessor in  the
amount  of  $25,000.00 (the "Earnest  Money")  shall  be  an
effective exercise of Lessee's Option, to wit:


                        (date)

"We  hereby  exercise  the Option to purchase  the  property
commonly known as Carino's, Longview, Texas, pursuant to the
Option  to  Purchase  contained in that  certain  Net  Lease
Agreement between us pertaining to said premises."

(C)   TERMS  OF  SALE  IF OPTION EXERCISED.   Upon  Lessee's
exercise of the Option in accordance with the provisions  of
subparagraph (B) hereof, Lessor shall be obligated  to  sell
and  convey  by recordable special warranty deed,  good  and
marketable title to the Leased Premises subject only to  the
matters  affecting  title that were of record  at  the  time
Lessor  came  into  title to the Leased Premises  and  those
matters  which  Lessee  created, suffered  or  permitted  to
accrue during the term hereof, and Lessee shall be obligated
to  purchase  the  Premises upon  the  following  terms  and
conditions:

(I)  PRICE.   The  price "Purchase Price"  at  which  Lessor
     shall sell and Lessee shall purchase the Leased Premises
     shall be as follows:

          Lease Year 1 - Lessor reported SEC filed 10-K cost
          plus 10%

          Lease Year 2 - Lessor reported SEC filed 10-K cost
          plus 12.5%

          Lease Year 3 - Lessor reported SEC filed 10-K Cost
          plus 14.5%

(II) CLOSING.   Closing shall be ninety days (90) after  the
     Lessee  shall  give notice to Lessor of Lessee's intent
     to  exercise  its  Option,  unless the parties mutually
     agree otherwise. The Purchase Price less credit for the
     Earnest  Money  shall  be  tendered  in  cash  or other
     certified funds by Lessee at Closing.

(III)   EVIDENCE  OF TITLE.  Not less  than  ten  (10)  days
     prior  to closing, Lessee shall obtain a commitment for
     an  TLTA owner's policy of title insurance dated within
     thirty  (30)   days  of  the  closing date, issued by a
     nationally  recognized title insurance company selected
     by Lessor (the "Title  Company") in  the  amount of the
     Purchase  Price determined pursuant to subparagraph (C)
     (i) above, naming  Lessee  as the proposed insured, and
     covering  the  fee simple title to the Leased Premises,
     and showing Lessor vested with good title to the Leased
     Premises subject only to  the  matters affecting  title
     which were of record at the time Lessor came into title
     to the Leased Premises and those matters  which  Lessee
     created, suffered or permitted  to  accrue  during  the
     term hereof.  Such title commitment shall be conclusive
     evidence of good title.

(IV)    PRORATIONS.   Lessor  shall  pay  the  cost  of  the
     aforesaid  title  policy  and  any  and  all  state and
     municipal  taxes  imposed by law on the transfer of the
     title  to  the  Leased  Premises,  or  the  transaction
     pursuant to which such  transfer occurs.  Water,  sewer
     and other utility charges,if any which are not metered,
     driveway permit charges, if any,  general  real  estate
     taxes,   and  other  similar  items, shall be  adjusted
     ratably   as  of  the  Closing,  except  to  the extent
     otherwise settled between the parties pursuant to other
     provisions of this Lease.  No portion of the Base  Rent
     paid by Lessee shall be credited  toward  the  Purchase
     Price  but  Lessee  shall  be  given  a credit for rent
     prepaid for any period after the Closing.

(V)  ESCROW  CLOSING.  At the election of Lessor  or  Lessee
     upon notice to the  other party not less than five  (5)
     days  prior  to  the Closing, this sale shall be closed
     through an escrow  with the Title Company,in accordance
     with the general provisions of the usual form of Special
     Warranty Deed and Money Escrow Agreement then is use by
     said company, with such  special provisions inserted in
     the escrow agreement as may be required to conform with
     this agreement.  Upon  the  creation of such an escrow,
     anything herein to the contrary notwithstanding, paying
     of the purchase price and delivery of the deed shall be
     made through the escrow.  The cost of the escrow  shall
     be  divided  equally  between the Lessor and Lessee. If
     for  any  reason  other  than  Lessee's   default,  the
     transaction fails to close, the Earnest Money  shall be
     returned to Lessee forthwith.

(vi) REMEDIES  ON  DEFAULT.  If Lessee  defaults  under  the
     provisions  of  this subparagraph 36(C),  Lessor  shall
     have   the  right  to  annul  the  provisions  of  this
     paragraph  36 by giving Lessee notice of such election,
     provided that Lessor has first notified Lessee of  such
     default  and Lessee has failed to cure the same  within
     ten  (10) days after such notice.  Upon Lessor's notice
     of  annulment in accordance herewith, the Earnest Money
     shall  be  forfeited and paid to Lessor  as  liquidated
     damages,  which  shall be Lessor's sole  and  exclusive
     remedy.   If  Lessor defaults under the  provisions  of
     this  subparagraph 36(C) and fails to cure such default
     within  ten (10) days after being notified of the  same
     by  Lessee,  then in such event, (i) the Earnest  Money
     at  Lessee's election and immediately upon  its  demand
     shall  be  returned to Lessee, which return shall  not,
     however, in any way release or absolve Lessor from  its
     obligations   hereunder  and  (ii)  Lessee   shall   be
     entitled  to  all remedies (both legal  and  equitable)
     the  law  (both statutory and decisional) of the  state
     in  which  the  Leased Premises are  situated  provides
     without  first  having to tender  the  balance  of  the
     purchase  price  as a condition precedent  thereof  and
     without having to make any election of such remedies.

(D)  EFFECT OF OPTION ON LEASE.  If the Option is exercised,
this Lease shall continue in full force and effect until the
Closing  hereinabove  specified.  If  for  any  reason  such
Closing  fails to occur, this Lease shall continue  in  full
force  and  effect,  except that if the provisions  of  this
paragraph  36  are  annulled by Lessor, in  accordance  with
subparagraph  36(C)(vi), by reason of a default  by  Lessee,
this Lease shall continue but without the provisions of this
paragraph 36 being a part hereof.



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

LESSEE:   KONA RESTAURANT GROUP, INC.


          By: /s/ Sheri Strehle        Sheri Strehle
                                  [Print Name of Signatory]

          Its: Chief Financial Officer








LESSOR:



AEI Real Estate Fund XVII Limited Partnership

BY:  AEI Fund Management XVII, Inc.

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



AEI Income & Growth Fund XIX Limited Partnership

BY:  AEI Fund Management XIX, Inc.

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








                         EXHIBIT "A"


All  that certain lot, tract or parcel of land being Lot  4,
Block  1, Home Depot, a subdivision situated in the City  of
Longview, Texas, and being a part of the P.P. Rains  Survey,
Abstract No. 258, Gregg County, Texas, according to the plat
recorded  under County Clerk's File No. 200104373,  Official
Public Records, Gregg County, Texas.