NET LEASE AGREEMENT


     THIS  LEASE, made and entered effective as of this 2 day  of
February, 2001, by and between AEI Net Lease Income & Growth Fund
XIX  Limited  Partnership ("Fund XIX"), whose  corporate  general
partner is AEI Fund Management XIX, Inc. and AEI Income &  Growth
Fund  23 LLC ("Fund 23"), whose corporate general partner is  AEI
Fund  Management XXI, Inc., whose address is 1300 Minnesota World
Trade  Center, 30 East Seventh Street, St. Paul, Minnesota  55101
("Lessor")(fax #651 227 7705), and Kona Restaurant Group, Inc., a
Delaware  corporation,  whose address is  3555  Ranch  Road,  620
South, Austin, Texas 78734 ("Lessee") (fax # 512 263 8055);

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property  and  improvements located at  San  Antonio,  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  $81,060,
        which  amount  shall be payable in advance on  the  first
        day  of  each  month  in  equal monthly  installments  of
        $3,242.40 to Fund 23 and $3,512.60 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 Third Lease  Year
        and  the  beginning of each fourth Lease Year  thereafter
        shall  increase by an amount equal to five  Percent  (5%)
        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 managing member and general
partner,  respectively, and Robert P. Johnson, as the  individual
managing member and 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, and provided such
        entities become guarantors of this Lease under terms identical to
        those terms under which Creed L. Ford III or Norman J. Abdallah
        are guarantors, if applicable under then existing guarantees.

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; 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  which
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 ($1000,000), 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 which
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.

   (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,  attorneys 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 of the three year period of  any  Renewal
Term  shall  increase  by 5% of the  Rent  payable  for  the
preceding three year period.

   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 breach of these representations and warranties, and

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

(c)  any  and  all  liability of any kind  whatsoever  which
     Lessor  may, for any cause and at any time, sustain  or
     incur  by  reason of Hazardous Materials 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, San Antonio, 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.  DEVELOPMENT FINANCING AGREEMENT

The parties hereto hereby acknowledge that the terms hereof
are subject to and shall in the event of conflicts be
controlled by that certain Development Financing Agreement
of even date herewith (the "Development Financing
Agreement"), until such Agreement is terminated in
accordance with its terms.


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/ Norman J Abdallah       Norman J Abdallah
                                     [Print Name of Signatory]

               Its: President












               LESSOR:


                              AEI INCOME & GROWTH FUND 23 LLC

                              By:  AEI FUND MANAGEMENT XXI, INC., a
                                   Minnesota corporation

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


                              AEI NET LEASE INCOME & GROWTH
                              FUND XIX LIMITED PARTNERSHIP

                              By: AEI FUND MANAGEMENT XIX, INC., a
                                  Minnesota corporation
                              By:/s/ Robert P Johnson
                                     Robert P. Johnson, President








                              Exhibit A
                          Legal Description


     Tract I:
     Lot   11   Block  8,  New  City  Block  15664,  Layla   Oaks
     Subdivision,  Unit No. 6, an addition to  the  city  of  San
     Antonio.  Bexar County, Texas according to the map  or  plat
     thereof,  recorded in, Volume 9549, Page 46, Deed  and  Plat
     Records of Bexar County, Texas

     Tract II:
     Easement  estate  created in that certain  instrument  dated
     February  23, 2000 recorded in Volume 8316, Page  1975,  and
     amended  in Volume 8641, Page 1816, Official Public  Records
     of Real Property of Bexar County, Texas, over and across:

     Lots 1, 2, 3, 4, and 5, Block 2, New City Block 15664, Layla
     Oaks Subdivision, Unit No. 2, an addition to the City of San
     Antonio,  Bexar County, Texas according to the map  or  plat
     thereof,  recorded in, Volume 9546, Page 76, Deed  and  Plat
     Records of Bear County, Texas

     Lots  1, 2, and 3, Block 8 New City Block 15664, Layla  Oaks
     Subdivision,  Unit No. 6, an addition to  the  City  of  San
     Antonio,  Bexar County, Texas according to the map  or  plat
     thereof,  recorded in, Volume 9549, Page 46, Deed  and  Plat
     Records of Bexar County, Texas

     Lot   1,   Block  1,  New  City  Block  15664,  Layla   Oaks
     Subdivision,  Unit No. 3, an addition to  the  city  of  San
     Antonio,  Bexar County, Texas according to the map  or  plat
     thereof,  recorded in Volume 9546, Page 209, Deed  and  Plat
     Records of Bexar County, Texas;

     Lots  3, 4, and 5, Block 6, New City block 15664, Layla Oaks
     Subdivision,  Unit No. 4, an addition to  the  City  of  San
     Antonio,  Bexar County, Texas according to the map  or  plat
     thereof,  recorded in, Volume 9546, Page 212, Deed and  Plat
     Records of Bexar County, Texas, SAVE AND EXCEPT that portion
     lying with Tract I;

     Lots  6,  7,  8, Block 8, New City Block 15664,  Layla  Oaks
     Subdivision,  Unit No. 6, an addition to  the  City  of  San
     Antonio,  Bexar County, Texas according to the map  or  plat
     therof,  recorded in, Volume 9549, Page 46,  Deed  and  Plat
     Records of Bexar County, Texas

     Lots  4,  5,  Block  8,  New City Block  15664,  Layla  Oaks
     Subdivision,  Unit No. 6, an addition to  the  City  of  San
     Antonio,  Bexar County, Texas according to the map  or  plat
     therof,  recorded in, Volume 9549, Page 46,  Deed  and  Plat
     Records of Bexar County, Texas