NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of this
17th  day of December, 1998, by and between NET LEASE INCOME
&  GROWTH  FUND  84-A LIMITED PARTNERSHIP ("Fund  84-A"),  a
Minnesota   limited  partnership  whose  corporate   general
partner  is  Net  Lease Management 84-A, Inc.,  a  Minnesota
corporation,   and  AEI  REAL  ESTATE  FUND   85-A   LIMITED
PARTNERSHIP  ("Fund 85-A"), a Minnesota limited  partnership
whose corporate general partner is Net Lease Management  85-
A,  Inc., a Minnesota corporation, both of whose address  is
1300  Minnesota World Trade Center, 30 East Seventh  Street,
St.  Paul,  Minnesota 55101 ("Lessor"), and RTM Mid-America,
Inc., an Indiana corporation, whose address is 5995 Barfield
Road, Atlanta, Georgia 30328 ("Lessee");

WITNESSETH:

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

       WHEREAS,   Lessee   constructed  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 shall commence  on  December
17th,  1998 ("Occupancy Date"), and shall include the period
from  the  Occupancy Date until the date of the First  Lease
Amendment   contemplated  under  the  Development  Financing
Agreement between Lessor and Lessee of even date herewith as
further  set  forth in Article 35 hereof.   Thereafter,  the
Lease  shall  continue  for a period of  Twenty  consecutive
Lease Years, as hereinafter defined.


(B)  If the date the First Lease Amendment is executed shall
not  be  the  first day of a calendar month, the first  full
"Lease  Year"  shall be the period from the date  the  First
Lease Amendment is fully executed to the end of the calendar
month  in which the First Lease Amendment is fully executed,
plus  the following twelve (l2) calendar months.  Each Lease
Year  after  the  first Lease Year shall be each  successive
period of twelve (l2) calendar months thereafter.

      (C)  The parties agree that upon the request of either
party,  a  short form or memorandum of this Lease  (prepared
and recorded at the expense of the requesting party) will be
executed  for  recording  purposes.   That  short  form   or
memorandum of this Lease will be amended as of the  date  of
the First Lease Amendment to set forth the termination dates
of  the  Term  and  optional Renewal Terms,  as  defined  in
Article  28  hereof,  and the existence  of  any  option  to
purchase or right of first refusal, and that said option  or
right of first refusal 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 will
be  constructed  on  the  Leased  Premises,  and  all  other
improvements  to  the  land,  including  the  parking   lot,
approaches,  and service areas, will be constructed  in  all
material respects by Lessee substantially in accordance with
the plot, plans, and specifications heretofore submitted  to
Lessor.

      (B)   Lessee warrants that the Building and all  other
improvements to the land contemplated shall 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
relating  to the Building and other related improvements  on
the  Leased Premises, 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,  and builder's risk insurance (naming Lessor, Lessee,
and  contractor as co-insured), for improvements made by  or
at the direction of 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 Leased Premises are
in the condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

(A)   Annual  Rent  Payable from the  Occupancy  Date  until
execution  of the First Lease Amendment (wherein  the  Lease
shall  be  amended  as  contemplated under  the  Development
Financing  Agreement as defined in Article 35 hereof):  Rent
until  and including April 15th, 1999 (unless this provision
shall  be  superceded  by the First Lease  Amendment)  shall
accrue in the amount of $2,344.58 per month (prorata for the
period  of  April 1st through April 15th) and be payable  in
advance  on  the  first day of the month  in  equal  monthly
installments of $1,406.75 to Fund 85-A, and shall be payable
in  advance on the first day of each month in equal  monthly
installments of $937.83 to Fund 84-A.   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.

After  and including April 16th, 1999,(unless this provision
shall  be superceded by the First Lease Amendment)   through
the date of the First Lease Amendment,  Rent shall accrue in
the amount of $1,861.88 per month (prorata for the period of
April 16th through April 30th) and be payable in advance  on
the first day of the month in equal monthly installments  of
$1,117.13  to Fund 85-A, and shall be payable in advance  on
the first day of each month in equal monthly installments of
$744.75 to Fund 84-A.

      (B)   Rent for the first six months of the first  full
Lease  Year after the execution of the First Lease Amendment
(which includes any stub period from the end of the calendar
month  in which the First Lease Amendment is executed) shall
be  Six  and One-Half Percent and in the next six months  of
the  first  full  Lease Year, Rent shall  increase  to  Nine
Percent  of  the  Total  Project Cost,  as  defined  in  the
Development  Financing  Agreement  of  even  date   herewith
between  Lessor and Lessee to be set forth pursuant  to  the
First  Lease Amendment, and shall remain at such level until
the beginning of the Third Lease Year.

      (C)  Annual Rent Payable beginning with the Third  and
subsequent Lease Years:

      The annual Base Rent due and payable shall increase in
each  of the Lease Years beginning with the Third Lease Year
by an amount equal to One and One-Eighth Percent (1.125%) of
the  Base  Rent  payable  for the prior  Lease  Year.   Such
increased Base Rent shall be payable in advance of the first
day of each month in equal monthly installments.

     (D)  Overdue Payments.

Lessee shall pay interest on all overdue payments of Rent or
other  monetary amounts due hereunder at lesser of the  rate
of  fifteen  percent  (15%) per annum or  the  highest  rate
allowed  by  law  accruing  after  the  expiration  of   any
applicable cure period.

ARTICLE 5. INSURANCE AND INDEMNITY

      (A)   Lessee  shall, throughout the  Term  or  Renewal
Terms,  if any, of this Lease, at its own cost and  expense,
procure  and  maintain  insurance which  covers  the  Leased
Premises  and  improvements against fire,  wind,  and  storm
damage (including flood insurance if the Leased Premises  is
in  a  federally designated flood prone area) and such other
risks  as  may be included in the broadest form of  extended
coverage  insurance as may, from time to time, be  available
in  amounts  sufficient  to prevent Lessor  or  Lessee  from
becoming  a  co-insurer within the terms of  the  applicable
policies.   In any event, the insurance shall  not  be  less
than one hundred percent (100%) of the then insurable value,
with such commercially reasonable deductibles as Lessor  may
reasonably   require  from  time  to  time.    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.  Business  Interruption
Insurance endorsement (for a period covering at least  three
months of interruption) 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 Leased  Premises,  with
initial    limits    of    at    least    $1,000,000     per
occurrence/$3,000,000 general aggregate, or such  additional
amounts as Lessor shall reasonably require from time to time
with limits in amounts acceptable to Lessor.

     (C)  N/A

      (D)   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, following five (5) business days written
notice  to  Lessee  of  Lessor's intent  to  do  so  (unless
insurance then in place would during such period, or already
has,  lapsed,  in which case no notice need  be  given)  and
Lessee may obtain such insurance during said five day period
and not then be in default hereunder. If Lessor shall obtain
such  insurance,  Lessee will then, within five (5) business
days  from  receiving written notice, either  provide  proof
that  such  coverages are in full force and  effect  or  pay
Lessor the amount of the premiums due or paid, together with
interest  thereon  at the lesser of 15%  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.

       (E)   All  policies  of  insurance  provided  for  or
contemplated  by this Article can be under Lessee's  blanket
insurance  coverage  and shall cover  Lessor(s),  Net  Lease
Management 84-A, Inc., Net Lease Management 85-A, Inc.,  and
Robert  P.  Johnson, as the general partners of  Lessor,  as
additional  insured  and  loss payee,  as  their  respective
interests (as landlord and lessee, respectively) may appear,
and  Lessee as insured.  The policies shall provide that the
policies   cannot  be  canceled,  terminated,  changed,   or
modified  without  thirty (30) days written  notice  to  the
insured and additional insured 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  certificates  of
insurance  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.   Lessee
agrees that it will not settle any property insurance claims
affecting  the Leased Premises (exclusive of any  claims  by
Lessee  for  damages  to  Personalty  or  Lessee's  loss  or
interruption  of  business)  in excess  of  $50,000  without
Lessor's  prior  written consent, such  consent  not  to  be
unreasonably withheld or delayed.  Lessor shall  consent  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  Leased  Premises.    Any
insurance  proceeds for the Personalty or Trade Fixtures  of
Lessee or its equipment lessors or lenders shall be paid  to
the Lessee and shall not be considered part of the insurance
for the building and improvements to the Leased Premises.

      (F)   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, except if such  fire  or
other  casualty  shall be brought about by  the  intentional
misconduct or gross negligence of Lessor.  In the  event  of
any  loss,  damage, or injury caused by the joint negligence
or  willful misconduct of Lessor and Lessee, they  shall  be
liable  therefor in accordance with their respective degrees
of fault.

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

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

       (B)    Lessee  shall  pay  all  real  estate   taxes,
assessments for public improvements or benefits,  and  other
governmental impositions, duties, and charges of every  kind
and nature whatsoever which shall or may, during the term of
this  Lease, be charged, laid, levied, assessed, or  imposed
upon, or become a lien or liens upon the Leased Premises  or
any  part thereof or upon the Rents payable hereunder.  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,  Rent
tax,  or income or profit tax shall be levied against Lessor
in  substitution  for  or in lieu of  any  tax  which  would
otherwise  constitute a real estate tax, such tax  shall  be
deemed  a real estate tax for the purposes herein and  shall
be  paid by Lessee; otherwise Lessee shall not be liable for
any  such  tax  levied against Lessor.  In  no  event  shall
Lessee  be  liable  for any payment required  of  Lessor  to
qualify  to  do  business  in the  state  where  the  Leased
Premises are situate.

(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 (or through the expiration
of the term hereof, if longer) in said respective tax years.
For  the  purposes of this provision, all personal  property
taxes,  real estate taxes and special assessments  shall  be
deemed  to  have  been assessed in the year that  the  first
payment  or any installment thereof is due (presumed  to  be
paid in arrears for purposes of such proration).

(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 pay (under protest) such tax or assessments for
public  improvements  or  benefits,  or  other  governmental
imposition, duties and charges aforementioned,  unless  such
payment  would  act  as a bar to such contest  or  interfere
materially  with the prosecution thereof and in  such  event
Lessee   shall   post   with  Lessor  alternative   security
satisfactory to Lessor.  All such proceedings shall be begun
as  soon  as  reasonably possible after  the  imposition  or
assessment of any contested items and shall be prosecuted to
final  adjudication with reasonable dispatch.  In the  event
of  any reduction, cancellation, or discharge, Lessee  shall
pay  the  amount  that shall be finally levied  or  assessed
against  the Leased Premises or adjudicated to  be  due  and
payable,  and, if there shall be any refund payable  by  the
governmental authority with respect thereto, Lessee shall be
entitled  to receive and retain the same, subject,  however,
to apportionment as provided during the first and last years
of the term of this Lease.

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

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

      (G)   Within  thirty (30) days after  Lessor  notifies
Lessee  in writing that Lessor has paid such amount,  Lessee
shall also pay to Lessor, as additional Rent, the amount  of
any  sales tax imposed on Rent by the then current sales tax
law,  where  the Leased Premises are located.   At  Lessor's
option, Lessee shall deposit with Lessor on the first day of
each and every month during the term hereof, an amount equal
to  one-twelfth (1/12) of any sales tax payable to the State
in  which  the  property is situated for  Rent  received  by
Lessor hereunder ("Deposit").  From time to time out of such
Deposit Lessor will pay the sales tax to the State in  which
the  property is situated as required by law.  In the  event
the  Deposit on hand shall not be sufficient to pay said tax
when  the  same shall become due from time to time,  or  the
prior  payments  shall  be less than the  current  estimated
monthly  amounts, then Lessee shall pay to Lessor on  demand
any  amount necessary to make up the deficiency.  The excess
of any such Deposit 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 such default, in such order and
manner  as Lessor may elect.  Lessee shall be entitled  upon
written  request  to copies of sales tax returns  of  Lessor
showing such tax was paid.

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

      (A)   Lessee, without the consent of Lessor, but after
prior  written notice to Lessor, and at any time during  the
term  of  this  Lease, or any renewal or  extension  hereof,
shall  have  the right to assign this Lease, or  its  rights
hereunder,  and/or to sublet all or any part of  the  Leased
Premises to RTM, Inc, or any RTM subsidiary or affiliate  or
any  other  licensed  and  approved  Arby's  or  Arby's\Mrs.
Winner's  (dual  concept) operator, or Lee's  Famous  Recipe
operator.   Lessee  and Guarantor(s), if any,   will  remain
liable  for  Rent, performance of the terms, covenants,  and
conditions of Lessee hereunder, and shall sign a consent and
estoppel  evidencing their continued liability in  form  and
substance  satisfactory  to  Lessor,  concurrent  with   the
effective date of any such assignment or sublet.  Any  other
assignment  or  sublease to an entity other than  those  set
forth  in  the  preceding sentence shall require  the  prior
written consent of Lessor, which consent is conditioned upon
Lessee  and  any  guarantor signing a consent  and  estoppel
evidencing  their continued liability in form and  substance
satisfactory  to Lessor, concurrent with the effective  date
of  any  such  assignment or sublet, and Lessor's  approval,
which  approval  shall  not  be  unreasonably  withheld   or
delayed.

      (B)   Except as otherwise expressly provided  in  this
Article,  Lessee  shall  not, without  obtaining  the  prior
written  consent  of  Lessor, which  consent  shall  not  be
unreasonably withheld or delayed, in each instance:

1.assign  or otherwise transfer this Lease, or any  part  of
Lessee's right, title or interest therein;

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.

     (C)  For the purposes of this Article:

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

2.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;

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

4.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.

      (D)  Except as set forth in subparagraph (A) above, 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  executed counterparts of any such agreement  and  of
all  ancillary  agreements  with the  proposed  assignee  or
sublessee, as applicable.

      (E)  If Lessee shall fail to comply with the terms  of
subparagraph (A) or (B) above,  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.

      (F)   If  Lessor  exercises any of its  options  under
Article  7(E)  above,  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.

      (G)   Notwithstanding anything above to the  contrary,
the  Lessee's interest herein shall not be assignable in any
manner in accordance with the terms hereof unless and  until
the  termination of the Development Financing  Agreement  as
set forth in Article 35 hereof.

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:  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
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,  after receipt  of
five  (5  )  days prior written notice (except in  cases  of
emergency  to  prevent  waste or  preserve  the  safety  and
integrity  of the Leased Premises, in which case  no  notice
need  be  given), 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  within  five  (5)  business  days
following receipt of written 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  Fifty  Thousand Dollars ($50,000.00), provided  such
repairs   or  improvements  do  not  affect  the  structural
integrity   of   the  Leased  Premises.   Any   repairs   or
improvements   in   excess   of   Fifty   Thousand   Dollars
($50,000.00)  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,
except  for  Lessee's  moveable Trade  Fixtures.   The  term
"Trade  Fixtures"  shall  not include  oven  hoods,  Walk-in
coolers   or  freezers,  or  the  Leased  Premises  exterior
lighting,  which  shall be owned by Lessor and  leased  from
Lessor by Lessee according to the terms hereof, but the term
shall  otherwise  mean all other Trade Fixtures,  equipment,
supplies, books, records, or other personalty, including but
not  limited to those items set forth on Exhibit C  attached
hereto  (hereinafter  referred to  as  "Trade  Fixtures"  or
"Personalty")  placed  on  the Leased  Premises  by  Lessee.
Lessor shall execute any instrument that any lien holder  or
party  with  a security interest in Lessee's Trade  Fixtures
may request acknowledging that (a) the Lessee has a right to
install such Personalty on the Leased Premises; (b) the lien
holder  or  secured party may maintain an  interest  in  the
Personalty  superior to any interest in the same by  Lessor;
and  (c)  such lien holder or secured party shall  have  the
right to remove any and all such Personalty in the event  of
a  default  in  any  instrument establishing  such  lien  or
security  interest,  subject to 10 days  advance  notice  to
Lessor  and making reasonable repairs to the Leased Premises
for  any injury caused to the Leased Premises caused by  the
removal of the Personalty, except diminution in value caused
by  the absence of the Personalty, nor shall the lien holder
or  secured  party have to replace the Personalty.   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
or   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 ll.  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 Leased 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.
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,  however,  that  such  mortgagee   shall
execute  an appropriate subordination, attornment  and  non-
disturbance   agreement  respecting   Lessee's   rights   to
possession  under  this  Lease if Lessee  shall  not  be  in
default hereunder.

      (B)   Lessee  covenants  and  agrees  to  execute  and
deliver, upon demand, such further 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.

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.   Any
such  termination  of  this  Lease  shall  not  preclude  or
restrict Lessee's rights to any claim or award for claims it
may  have  as set forth in Article 12, paragraph (C)  below.
If  any  part of the Leased Premises shall be so taken as to
render  the  remainder thereof materially unusable  for  the
purposes  for  which  the Leased Premises were leased,  then
Lessor  and  Lessee shall each have the right  to  terminate
this  Lease  on thirty  (30) days notice to the other  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, if and as necessary, 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 interfere with the business  of
Lessee, then Lessee shall, at Lessor's cost and expense (and
Lessor   hereby  covenants  to  make  condemnation  proceeds
available  to  Lessee  consistent with  the  terms  hereof),
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.  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..
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.
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  (expressly
excluding  any Lessee's Award as hereinafter defined)  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 Leased  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  and or destruction of its business; damage  to  or
loss  of  value  or  cost  of removal  of  inventory,  Trade
Fixtures, furniture, Personalty, and other personal property
belonging  to  Lessee (any and all such  award  collectively
referred  to  supra  and hereinafter as  "Lessee's  Award");
provided,  however,  that no such claim  shall  diminish  or
otherwise  adversely affect Lessor's award or the  award  of
any fee mortgagee.  Lessor and Lessee agree to cooperate  to
maximize the amount of any such claim or award and agree  to
minimize the interference with the other party's prosecution
of its claims.

ARTICLE l3.  RIGHT TO INSPECT

      Lessor reserves the right to enter the Leased Premises
on  a  non  emergency basis and to inspect and  examine  the
Leased Premises after reasonable 48 hours written notice  to
Lessee  at any time during business hours. and Lessee agrees
to  allow Lessor free access to the Leased Premises to  show
the  Leased  Premises upon an uncured event  of  default  by
Lessee.   At  any  time  within  Ninety  (90)  days  of  the
expiration  or  termination of the Lease, Lessee  agrees  to
allow Lessor to then place "For Sale" or "For Rent" signs on
the  Leased  Premises and to show the Leased Premises  after
reasonable  48 hours written notice to Lessee  at  any  time
during  non peak business hours, and Lessor agrees to  cause
minimal disruption to Lessee's business during such showings
of the Leased Premises.

ARTICLE l4.  EXCLUSIVE USE

      (A)  After the Occupancy Date, Lessee expressly agrees
and   warrants  that  the  Leased  Premises  will  be   used
exclusively  as  a  restaurant  and  other  ancillary  uses.
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 conduct its business in a first class  and
reputable  manner  consistent with its  operation  of  other
restaurants in the same market area.  If Lessee  closes  the
Leased  Premises  and  it remains closed  for  ninety  days,
Lessor  may  terminate  this Lease and  release  Lessee  and
Guarantor of all liability.  However, so long as the  Lessor
does  not terminate the Lease, Lessee must continue  to  pay
rent and perform all covenants under the Lease.



ARTICLE l5.  DESTRUCTION OF PREMISES

      (A)   If,  during the term of this Lease,  the  Leased
Premises are totally or partially destroyed by fire  or  the
elements,  so as to render the Leased Premises wholly  unfit
for occupancy, or make it impossible to conduct the business
of  Lessee  thereon, and if in the opinion of a third  party
arbitrator  reasonably acceptable to Lessee and  Lessor  the
Leased Premises cannot be repaired within one hundred eighty
(l80)  days  from  the date of the damage,  then  Lessor  or
Lessee  in  the last two years of the Lease Term shall  have
the  right  to  terminate this Lease from the date  of  such
damage  or  destruction  by giving  Lessee  written  notice.
Lessor's  option to so terminate shall not apply if  Lessee,
within  30  days after receipt of the notice of termination,
exercises  any  remaining Option to Renew  the  Lease  Term.
Upon  the  giving of such termination notice by  Lessor,  if
Lessee  shall  not so extend the term hereof,  Lessee  shall
immediately  surrender the Leased Premises and all  interest
therein  to  Lessor, and in case  of any  such  termination,
Lessor  may  re-enter and repossess the Leased Premises  and
may  dispossess  all  parties then  in  possession  thereof.
Otherwise, the Leased Premises shall be repaired,  restored,
and   rebuilt  by  Lessee  out  of  any  insurance  proceeds
received, within one hundred eighty (180) days from the date
of   destruction.  The  insurance  proceeds  designated  for
building  and improvements or the items of personalty  owned
by the  Lessor and leased to Lessee hereunder under shall be
used  to  reimburse  Lessee for the cost  of  rebuilding  or
restoration of the Leased Premises and replacement  of  such
personalty leased to Lessee from Lessor.  Insurance proceeds
designated for the loss or damage of Lessee's Personalty  or
Trade  Fixtures  shall  not belong  to  the  Lessor.   Rents
payable  by Lessee shall not be abated during the period  of
repair   and  restoration.   Except  as  otherwise  provided
herein,  Lessee  shall be required to  repair,  rebuild  and
restore  the  Leased  Premises, but  Lessor  shall  only  be
obligated to contribute the net proceeds of monies  received
from  insurance  policy or policies covering  such  loss  or
damages.   Lessee shall repair the Leased Premises with  all
reasonable  speed. If the insurance proceeds are  less  than
Fifty  Thousand  Dollars ($50,000), they shall  be  paid  to
Lessee  for  such repair and restoration.  If the  insurance
proceeds are greater than or equal to Fifty Thousand Dollars
($50,000), they shall be deposited by Lessee and Lessor into
a  customary construction escrow at a nationally  recognized
title  insurance company, or at Lessee's option, with Lessor
("Escrowee") and shall be made available from time  to  time
to  Lessee  for such repair and restoration.  Such  proceeds
shall  be  disbursed  in  conformity  with  the  terms   and
conditions  of  a commercially reasonable construction  loan
agreement.   Lessee  shall, in either instance,  deliver  to
Lessor  or  Escrowee  (as  the  case  may  be)  satisfactory
evidence  of the estimated cost of completion together  with
such architect's certificates, waivers of lien, contractor's
sworn  statements and other evidence of cost and of payments
as  the  Lessor  or  Escrowee  may  reasonably  require  and
approve.   If  the  estimated cost of the work  exceeds  One
Hundred   Thousand  Dollars  ($100,000),   all   plans   and
specifications for such rebuilding or restoration  shall  be
subject    to    the   reasonable   approval   of    Lessor.
Notwithstanding  anything above to the contrary,  except  in
the last year of the Lease Term as aforesaid, whether in the
event  of  a  partial  or total destruction  of  the  Leased
Premises, Lessor shall make insurance proceeds available  to
Lessee  to  rebuild  the  Leased Premises,  provided  Lessee
shall,  either  through Business Interruption  Insurance  or
otherwise, continue to pay Rent during the period of  repair
and  restoration,  and Lessee and any guarantor  confirm  in
writing  their  continued liability for the  obligations  of
Lessee hereunder.

      (B)  If the damage does not render the Leased Premises
unfit  for occupancy, then Lessor and Lessee agree that  the
damage  shall  be repaired by Lessee as soon as  practicable
out  of insurance proceeds when received.  All Rents payable
by   Lessee  shall  not  be  abated  during  the  period  of
restoration  and repair.  All repairs shall be paid  for  by
Lessor  out of any insurance proceeds received, but  if  the
insurance proceeds are insufficient to rebuild or repair the
Leased   Premises  according  to  the  original  plans   and
specifications, whether repair or restoration  is  commenced
pursuant to Article 15(A) or (B) hereof, then Lessee  agrees
to  pay  all additional amounts that are required to rebuild
the  building  in   accordance with the original  plans  and
specifications.   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
completion  construction and Lessee shall deposit  the  same
with Escrowee for disbursement under the construction escrow
agreement.  All improvements or betterments placed by Lessee
on the demised Leased Premises shall, however, in any event,
be  repaired  and replaced by Lessee at its own expense  and
not  at the  expense of Lessor.  The purpose of this Article
is  to  require  Lessee to carry insurance coverage  on  the
Leased  Premises  sufficient to rebuild the improvements  in
the  event of damage or destruction.  Lessor shall be  under
no  obligation  to make insurance proceeds available  during
the  last  year  of  the Lease Term, and  this  Lease  shall
terminate  upon  notice  of  Lessor's  intent  to  not  make
insurance proceeds available, unless Lessee shall, within 30
days  of  notice  of Lessor's intent not to  make  insurance
proceeds  available  in the last year  of  the  Lease  Term,
exercise any remaining Option to Renew the Lease Term.

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 and which failure continues for a period  of
five  business days after Lessee has received written notice
of  said failure.  Interest and late charges for failure  to
pay  Rent  when  due shall accrue from the  date  after  the
expiration of the five day cure period.

      2.Failure to do, observe, keep and perform any of  the
terms,  covenants, conditions, agreements and provisions  in
this  Lease  to  be  done, observed, kept and  performed  by
Lessee  and which failure continues for a period  of  thirty
(30)  days after Lessee has received said notice of failure,
or  if  such  default is incapable of cure  within  30  days
(except  for the payment of monies, which shall  not  excuse
failure  to  cure within the 30 day period), and  Lessee  is
diligently pursuing a course of conduct reasonably  designed
to  cure the default, then Lessee shall have up to 120  days
after receipt of said notice to cure said default.

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



ARTICLE 17.  TERMINATION FOR DEFAULT

      In  the event of any uncured default by Lessee and  at
any  time thereafter, Lessor may serve a written notice upon
Lessee  that  Lessor elects to terminate this Lease  upon  a
specified date not less than thirty (30) days after the date
of  serving such notice of termination, and this Lease shall
then terminate on the date so specified 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.   Lessor   shall
undertake  reasonable efforts to mitigate Lessee's  damages,
but  the  parties  agree  that  Lessor  shall  be  under  no
obligation  to  expend  its own funds  for  refurbishing  or
remodeling  in  connection with any attempts  to  relet  the
Leased Premises.

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

      In  the  event that this Lease shall be terminated  as
hereinbefore  provided,  or  if  possession  of  the  Leased
Premises  shall be obtained by Lessor by summary proceedings
or  otherwise,  or  in  the  event  of  an  uncured  default
hereunder  by  Lessee,  or  in the  event  that  the  Leased
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 Leased 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 19.  LESSEE'S CONTINUING LIABILITY

      (A)   Should  Lessor elect to re-enter as provided  in
this  Lease or should it take possession pursuant  to  legal
proceedings or pursuant to any notice provided for  by  law,
it  may either (i) terminate this Lease or (ii) it may  from
time  to time (but shall be under not obligation to do  so),
without terminating the contractual obligation of Lessee  to
pay  Rent  under  this Lease, terminate Lessee's  rights  to
possession,  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.

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

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

      2.Second, to the payment of any 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 continuing  contractual
obligation  to  pay rent under this Lease unless  a  written
notice of such intention be given to Lessee.

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

      (D)  If Lessee, after the expiration of any applicable
notice  and  cure  period, is in default  under  a  monetary
obligation under this Lease, then and only then may  Lessor,
in  addition to any other remedies Lessor may have with this
Article 19, 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  8%  per
annum)  of  the  excess of the amount of  Rent  and  charges
equivalent to Rent reserved in this Lease for the  remainder
of  the  Term  over the then reasonable 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, and  air
conditioning systems shall be the property of  Lessor.   All
Trade  Fixtures and Personalty (as defined in  Article  8(B)
above)  owned by Lessee shall remain the property of Lessee,
including  but  not  limited to those  items  set  forth  on
Exhibit C attached hereto.

      (B)   Lessee  shall furnish and pay for  any  and  all
Personalty,  except  for such items, if  any,  described  in
Article 8(B) above, as owned by Lessor.  Lessor acknowledges
that  it  does  not  have a lien on all Lessee's  equipment,
furniture, Trade Fixtures, furnishings, and agrees  to  sign
an  equipment lien waiver subject to the rights of any bona-
fide  third  party security interest in such property  in  a
form  substantially similar to Exhibit D attached hereto  or
its commercially reasonable equivalent.  Provided Lessee  is
not  in  default  hereunder,  Lessor  will  agree  that  its
interest,  if any,  in the personal property of Lessee  will
be subordinated to financing which may exist or which Lessee
may  cause  to  exist  in the future on that  same  personal
property.

     (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  Leased
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 after receipt of  written 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 to Lessor its financial statements including a
profit and loss statement and a store level operating profit
and  loss  statement for the Leased Premises.  Lessee  shall
furnish  to  the Lessor throughout the term  of  the  Lease,
including  any option periods,  its balance sheet  upon  the
reasonable request of Lessor but in no event not  more  than
twice during any Lease Year.  Lessee shall within forty-five
(45)  days  after the end of each fiscal quarter and  within
one  hundred  twenty (120) days after the  end  of  Lessee's
fiscal  year,  furnish  financial  statements  including   a
balance  sheet,  profit  and loss  statement,  statement  of
changes  in  financial  conditions  and  all  other  related
schedules of the Guarantor.  All financial statements  shall
be prepared in accordance with generally accepted accounting
principles  consistently  applied  from  period  to  period.
Financial  statements  submitted by  Lessee,  on  behalf  of
Lessee,  shall  be  certified to be  true  and  correct  and
complete   by  Lessee  or  Lessee's  Treasurer,   or   other
appropriate  officer,  and  if  audited  by  an  independent
certified public accountant.  Financial statements submitted
by  Lessee on behalf of Guarantor shall be certified  to  be
true  and  correct and complete by Guarantor or  guarantor's
Treasurer,  or other appropriate officer, and if audited  by
an independent certified public accountant.


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
substantially  modify any of the business elements  of  this
Lease.

ARTICLE 28.  OPTION TO RENEW

      If this Lease is not previously canceled or terminated
and  if  Lessee is not in uncured default under any  of  the
covenants  and conditions in this Lease, then  Lessee  shall
have the option to renew this Lease upon the same conditions
and   covenants  contained  in  this  Lease  for   Two   (2)
consecutive  periods  of  Five (5)  years  each  (singularly
"Renewal Term").  Rent during the Renewal Term shall  be  as
set forth in Article 4 hereof.  Lessee must give one hundred
eighty (l80) 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 written notices shall be given to Lessor  by
certified  mail.  Notices to either party shall be addressed
to  the  person and address given on the first page  hereof.
Lessor  and  Lessee  may, from time to  time,  change  these
addresses by notifying each other of this change in writing.
Notices  of overdue Rent may be sent to Lessee by nationally
recognized overnight mail.  Notice shall be deemed  received
upon actual signed receipt or rejection of the said notice.

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

      (C)   This  Lease shall be governed by  and  construed
under the laws of the State in which the Leased Premises are
located.

      (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
Leased  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 Leased 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 200% from the
amount due on the last month prior to such expiration.

      (G)   If  any installment of Rent (whether  lump  sum,
monthly installments, or any other monetary amounts required
by  this Lease to be paid by Lessee and deemed to constitute
Rent  hereunder)  shall not be paid when due,  Lessor  shall
have the right to charge Lessee a late charge of $250.00 per
month for unpaid Rent for each month that any amount of Rent
installment remains unpaid.  Said late charge shall commence
after  the  expiration  of any applicable  cure  period  and
continue  until said installment, interest and  all  accrued
late charges are paid in full.

     (H)  Any part of the Leased Premises may be conveyed by
Lessor  for private easement purposes at any time,  provided
such  easement  does  not interfere  with  the  business  of
Lessee.   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 a private  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.

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 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  there have been no investigations or reports involving
Lessee,  or  to the best of Lessee's knowledge,  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 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 on the Leased  Premises,  if
such liability shall arise during Lessee's occupancy of  the
Leased  Premises  or as a result of a release  of  Hazardous
Materials  on the Leased Premises during Lessee's  occupancy
of  the  Leased Premises. Lessor agrees to assign to  Lessor
and  to subrogate Lessor's claims against any and all  third
parties  for damages, costs, expenses, or liability incurred
by  Lessor for which Lessee is required to indemnify Lessor.
Lessee's  liability hereunder shall expire five years  after
the termination of this Lease.

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 the highest  rate  of
interest allowed by law and shall become immediately due and
payable  in  full  on demand of Lessor, its  successors  and
assigns.

ARTICLE 32.  ESCROWS

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

ARTICLE 33.  NET LEASE

       Notwithstanding  anything  contained  herein  to  the
contrary  it is the intent of the parties hereto  that  this
Lease  shall  be  a  net  lease and that  the  Rent  defined
pursuant  to 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
"Right  of  First Refusal") to purchase the Leased Premises,
subject to the following terms and conditions:

      (A)  DURATION OF RIGHT OF FIRST REFUSAL.  The Right of
First  Refusal  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 RIGHT OF FIRST REFUSAL.   If
Lessor  ("Selling Lessor") shall desire to sell all  or  any
portion  of its interest in the Leased Premises (subject  to
the  terms of this Lease), Selling Lessor shall give  Lessee
written notice of Selling Lessor's intention to sell Selling
Lessor's  interest (partial or whole) in the Leased Premises
to   a   bona  fide  third  party  purchaser.   Such  notice
("Lessor's  Notice") shall give Selling  Lessor's  name  and
address and state a price at which Selling Lessor intends to
sell  and  will  sell  a specified portion  or  all  of  its
interest in the fee simple to the Leased Premises to a  bona
fide  third  party  purchaser.   If  Lessee  shall  fail  to
exercise its Right of First Refusal as set forth herein, the
terms  of  Article  34(E)  shall  apply.   For  twenty  (20)
business  days  following the giving of such notice,  Lessee
shall  have the option to purchase such portion of  the  fee
interest  of  the  Selling Lessor as set forth  in  Lessor's
Notice  at the price in cash stated in the Lessor's  Notice.
A  written  notice  in  substantially  the  following  form,
addressed to Selling Lessor and signed by Lessee and  given,
in  accordance with the provisions of Article 29(A)  hereof,
within the period for exercising the Right of First Refusal,
submitted with a bank cashier's check or money order payable
to  the  order of Selling Lessor in the amount of  $5,000.00
(the  "Earnest  Money")  shall be an effective  exercise  of
Lessee's Right of First Refusal, to wit:

                             (date)

"We  hereby exercise the Right of First Refusal to  purchase
such  portion of the fee interest of the Selling Lessor  (as
set forth in Lessor's Notice) in the property commonly known
as  Arby's, Hudsonville, Michigan, pursuant to the Right  of
First  Refusal contained in that certain Net Lease Agreement
between us pertaining to said Leased Premises."

     (C)  TERMS OF SALE IF RIGHT OF FIRST REFUSAL EXERCISED.
Upon  Lessee's  exercise of the Right of  First  Refusal  in
accordance  with the provisions of subparagraph (B)  hereof,
Selling  Lessor  shall be obligated to sell  and  convey  by
recordable  general  warranty deed,  good  and  indefeasible
title  to  its  interest  in the Leased  Premises  (or  such
portion  thereof  as set forth in Lessor's  Notice)  subject
only to the matters affecting title which were of record  at
the  time  Selling  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 such Lessor's interest  upon  the
following terms and conditions:

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

      (ii)  CLOSING.  Closing shall be sixty (60) days after
the  expiration of the twenty days within which  Lessee  may
exercise  its  Right  of First Refusal, unless  the  parties
mutually  agree otherwise.  The Purchase Price  less  credit
for  the Earnest Money and any other credits to which Lessee
is  entitled  hereunder 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,  Selling  Lessor  shall  obtain  a
commitment  for  an ALTA 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
Selling  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
Selling  Lessor  vested with good title to  portion  of  the
Leased  Premises  being sold, subject only  to  the  matters
affecting  title  which were of record at the  time  Selling
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.  If Lessee shall make
objection  to  the  marketability of title,  Selling  Lessor
shall  have no obligation to make title marketable, but  may
withdraw  Lessor's  notice of intent to  market  the  Leased
Premises.

      (iv) PRORATIONS.  Selling 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.   A  prorated
portion  of  the  Rent prepaid by Lessee for  the  month  of
closing  shall  be  credited toward the Purchase  Price  and
Lessee  shall  be  given a credit for rent prepaid  for  any
period   after  the  month  in  which  the  Closing  occurs.
Otherwise,  Lessee  shall not receive a credit  against  the
Purchase Price for Rent paid hereunder.

     (v)  ESCROW CLOSING.  At the election of Selling 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  Selling
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), Selling Lessor  shall
have the right to annul the provisions of this paragraph  34
by  giving  Lessee  notice of such election,  provided  that
Selling Lessor has first notified Lessee of such default and
Lessee  has  failed to cure the same within  ten  (10)  days
after   such  notice.   Upon  Selling  Lessor's  notice   of
annulment in accordance herewith, the Earnest Money shall be
forfeited and paid to Selling Lessor as liquidated  damages,
which  shall be Selling Lessor's sole and exclusive  remedy.
If  Selling  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  Selling 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 RIGHT OF FIRST REFUSAL ON LEASE.  If the
Right  of  First  Refusal  is exercised  by  Lessee  and  is
exercisable in Lessor's Notice as to the entire fee  simple,
this Lease shall continue in full force and effect until the
Closing  herein  above specified.  If  the  Right  of  First
Refusal  is exercised only as to all of an undivided portion
of  the  fee simple to the Leased Premises, the Lease  shall
remain   in   full  force  and  effect  without  merger   or
termination of this Lease because of such purchase.  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  Selling
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 Right of  First
Refusal,  Selling Lessor shall be free to sell  all  or  any
portion of its interest in the Leased Premises to bona  fide
third   party  purchasers  for  six  months  following   the
expiration  of  the  twenty days  within  which  Lessee  may
exercise  its  Right  of First Refusal,  provided  that  the
Selling  Lessor giving such Lessor's Notice shall  sell  its
interest  (or  a portion thereof) for a price  equal  to  or
greater than the price (or the pro-rata portion thereof if a
portion  of  the  Selling Lessor's interest  in  the  Leased
Premises is sold) 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 successors and assigns.

Nothing  herein shall give Lessee the right of first refusal
over  transfers  between affiliates of  Lessor  at  Lessor's
cost.

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, until such Agreement is terminated in
accordance with its terms.


ARTICLE 36.  COUNTERPART EXECUTION

       This   Agreement   may   be  executed   in   multiple
counterparts, each of which shall be deemed an original  and
all of which shall constitute one and the same instrument

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

LESSEE:                  RTM MID-AMERICA, INC.
                         By: /s/ Philip G Skinner
                              Its: Senior Vice President
                         By: /s/ Robert S Stallings
                              Its: V.P. Asst. Secretary

STATE OF GEORGIA}
                    }
COUNTY OF FULTON}

      I,  the undersigned authority, a Notary Public in  and
for said County in said State, hereby certify that Philip  G
Skinner  and  Robert S Stallings, whose name as Senior  V.P.
and Asst. Secretary, respectively, of RTM MID-AMERICA, Inc.,
are signed to the foregoing instrument, and who are known to
me,  acknowledged before me on this day that being  informed
of  the  contents of said instrument, they as such  officers
and  with  full authority executed the same voluntarily  for
and as the Sr. V.P. and Asst. Secretary of said corporation.
      Given under my hand and official seal this 23rd day of
November, 1998.

                         /S/ Jeryl M McIntyre
                              Notary Public

                              My Commission expires:
                                   [notary seal]


LESSOR:  NET LEASE INCOME &  GROWTH  FUND  84-A
         LIMITED PARTNERSHIP, a Minnesota limited partnership

         By: NET LEASE MANAGEMENT 84-A, INC.,  a  Minnesota
             corporation


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

STATE OF MINNESOTA}
                         }
COUNTY OF RAMSEY}

      I,  the undersigned authority, a Notary Public in  and
for said County in said State, hereby certify that Robert P.
Johnson, whose name as President of Net Lease Management 84-
A, Inc., as corporate general partner of Net Lease Income  &
Growth  Fund  84-A  Limited Partnership  is  signed  to  the
foregoing  instrument, and who is known to me,  acknowledged
before me on this day that being informed of the contents of
said  instrument, he as such officer and with full authority
executed  the  same voluntarily for and as the President  of
Net  Lease  Management 84-A, Inc., for and as the  corporate
general  partner  of  Net Lease Income &  Growth  Fund  84-A
Limited Partnership.

      Given  under my hand and official seal this 17 day  of
December, 1998.

                         /S/ Ann McCrea
                              Notary Public

          [notary seal]  My Commission expires:1-31-00



LESSOR:  AEI REAL ESTATE  FUND  85-A  LIMITED
         PARTNERSHIP, a Minnesota limited partnership

         By: NET LEASE MANAGEMENT 85-A, INC.,  a  Minnesota
             corporation


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







STATE OF MINNESOTA}
                         }
COUNTY OF RAMSEY}

      I,  the undersigned authority, a Notary Public in  and
for said County in said State, hereby certify that Robert P.
Johnson, whose name as President of Net Lease Management 85-
A,  Inc.,  as  corporate general partner of AEI Real  Estate
Fund  85-A  Limited Partnership is signed to  the  foregoing
instrument, and who is known to me, acknowledged  before  me
on  this  day  that being informed of the contents  of  said
instrument,  he  as  such officer and  with  full  authority
executed  the  same voluntarily for and as the President  of
Net  Lease  Management 85-A, Inc., for and as the  corporate
general  partner  of  AEI  Real  Estate  Fund  85-A  Limited
Partnership.

      Given  under my hand and official seal this 17 day  of
December, 1998.

                         /S/ Ann M McCrea
                              Notary Public
[notary seal]
                              My Commission expires:1-31-00




                                EXHIBIT A

                         Hudsonville, Michigan


Part  of the Northeast fractional 1/4 of Section 5,  Town  5
North,   Range  13  West,  City  of  Hudsonville,  Michigan,
described as:

COMMENCING  at the Northeast corner of said Section,  thence
south  02  degrees  21 minutes 30 seconds West  995.20  feet
along  the  East  line  of said Section;   thence  North  89
degrees 26 minutes 38 seconds West 33.02 feet; thence  South
02  degrees  21 minutes 30 seconds West 28.51  feet;  thence
North  87 degrees 28 minutes 30 seconds West 17.00  feet  to
the  PLACE OF BEGINNING; thence South 02 degrees 21  minutes
30 seconds West 147.02 feet along the West right-of-way line
of  32nd  Avenue;  thence North 89  degrees  26  minutes  38
seconds West 250.00 feet; thence North 02 degrees 21 minutes
30  seconds  East 175.00 feet; thence South  89  degrees  26
minutes 28 seconds East 250.00 feet; thence south 02 degrees
21  minutes  30  seconds West 27.908 feet to  the  PLACE  OF
BEGINNING.

SUBJECT  TO  AND TOGETHER WITH an easement for  ingress  and
egress over part of the Northeast fractional 1/4, Section 5,
Town  5  North,  Range 13 West, City of Hudsonville,  Ottawa
County, Michigan, described as:

COMMENCING  at the Northeast corner of said Section,  thence
South  02  degrees 21 minutes 30 seconds West  1170.20  feet
along the East line of said Section; thence North 89 degrees
26  minutes  38  seconds West 93.88 feet  to  the  POINT  OF
BEGINNING;  thence South 00 degrees, 33 minutes  22  seconds
West  10.52  feet;  thence South 88 degrees  27  minutes  06
seconds  East 43.52 feet; thence South 02 degrees 21 minutes
30  seconds West 26.00 feet along the West Right-of Way line
of  32nd  Avenue;  thence North 88  degrees  27  minutes  06
seconds  West 42.86 feet; thence South 02 degrees 21 minutes
20  seconds  West 136.00 feet; thence North  87  degrees  38
minutes  05 seconds West 76.54 feet; thence south 47 degrees
38  minutes  40  seconds West 14.21 feet;  thence  south  02
degrees 55 minutes 25 seconds West 20.20 feet; thence  North
89  degrees 26 minutes 38 seconds West 16.01 feet along  the
North  Right-of-Way line of Highland Drive; thence North  02
degrees 55 minutes 25 seconds East 30.70 feet; thence  North
87  degrees  38  minutes 05 seconds West 9.00  feet;  thence
south  47  degrees  38 minutes 40 seconds  West  7.11  feet;
thence  South  02 degrees 55 minutes 25 seconds  East  55.65
feet;  thence  South 87 degrees 38 minutes 05  seconds  East
106.31  feet; thence North 02 degrees 21 minutes 20  seconds
East  116.81  feet; thence North 00 degrees  33  minutes  22
seconds  East 30.90 feet; thence South 89 degrees 26 minutes
38 seconds East 26.00 feet to the POINT OF BEGINNING.



SUBJECT  TO AND TOGETHER WITH an easement over part  of  the
Northeast  fractional 1/4 of Section 5, town 5 North,  Range
13  West,  City  of  Hudsonville, Ottawa  County,  Michigan,
described  as:  COMMENCING at the Northeast corner  of  said
Section; thence South 02 degrees 21 minutes 30 seconds  West
929.17  feet  along  the East line of said  Section;  thence
North  89 degrees 26 minutes 38 seconds West 50.03  feet  to
the  POINT OF BEGINNING; thence North 89 degrees 26  minutes
38  seconds  West 115.00 feet; thence South  02  degrees  21
minutes  30 seconds East 66.03 feet; thence South 89 degrees
26  minutes  38  seconds East 115.00 feet; thence  North  02
degrees  21 minutes 30 seconds East 66.03 feet to the  POINT
OF BEGINNING.