DEVELOPMENT FINANCING AGREEMENT

THIS  AGREEMENT, made and entered into effective as of  this
17th  day of December, 1998, by and between RTM Mid-America,
Inc.  ("Lessee"),  whose  address  is  5995  Barfield  Road,
Atlanta,  Georgia  30328,  and AEI  Real  Estate  Fund  85-A
Limited Partnership and Net Lease Income & Growth Fund  84-A
Limited  Partnership (together, "Lessor"), whose address  is
Suite 1300, World Trade Center, Saint Paul, Minnesota 55102.


W I T N E S E T H, that:

WHEREAS,  Lessee is contemplating building on  the  premises
described  in  Exhibit  "A" attached  hereto  the  following
Improvements :

Construction of a building and improvements to be used as  a
Arby's Restaurant.

WHEREAS,   Lessee  has  made  application  to   Lessor   for
development  financing to defray the costs  of  constructing
such Improvements;

WHEREAS,   Lessor's  Assignor  has  issued  to  Lessee   its
Development  Financing  and Leasing  Commitment  to  advance
funds  in  the  amount  hereinafter  specified,  subject  to
compliance with the terms and conditions of this Development
Financing  Agreement  and  the  Net  Lease  Agreement   (the
"Lease") of even date herewith;

NOW,  THEREFORE, in consideration of entering into the Lease
and  other  good and valuable consideration, the receipt  of
which  is  hereby  acknowledged by the parties  hereto,  the
parties hereto agree as follows:

                           ARTICLE I
                          DEFINITIONS

For  purposes of this Agreement, the following  terms  shall
have the following meanings:

1.    "Application" shall mean Lessee's application  to  the
Lessor   for  the  Development  Financing  the   terms   and
conditions of which are incorporated herein by reference.

2.    "Architect's  Contract" shall mean  Lessee's  contract
with  the  Project  Architect for the  modification  of  the
prototype  Plans  and Specifications to meet  jurisdictional
requirements,  but  shall  not include  the  requirement  of
interim inspections of the Project by such Architect.

3.    "Commitment" shall mean Lessor's Commitment to  Lessee
agreeing   to   provide  the  Development  Financing.   (The
"Development   Financing  and  Leasing   Commitment"   dated
December 17th , 1998.)

4.    "Completion Date" shall mean the earlier  of  60  days
after  the  issuance  of the Certificate  of  Occupancy  for
contemplated   Improvements  on  the  Leased   Premises   or
midnight,  November 15, 1999, subject to Force  Majeure,  as
defined herein.

5.    "Construction Costs" shall mean land costs, all  costs
paid   to  construct  and  complete  the  Improvements,   as
specified on the Budget shown on Exhibit "B" attached hereto
and made a part hereof.

6.    "Construction  Contracts"  shall  mean  the  contracts
between Lessee and Contractors for the furnishing of  labor,
services  or materials to the Leased Premises in  connection
with the construction of the Improvements.

7.    "Contractors" shall mean those firms directly  engaged
by  Lessee  to  construct the Improvements, whether  one  or
more.

8.   "Contract Documents" shall mean the Project Architect's
Contract, Plans and Specifications and the contract with the
Contractor.

9.   "Development Financing" shall mean the funds to be made
available  pursuant to the Commitment and not to exceed  the
lesser  of the Construction Costs or the maximum loan amount
of  One  Million  One  Hundred Fifty Five  Thousand  Dollars
($1,155,000) as specified in the Commitment.

10.  "Development Financing and Carrying Charges" shall mean
all  fees,  taxes and charges incurred under the Development
Financing  and  in  the  construction  of  the  Improvements
including,  but  not  limited to, non-refundable  commitment
fees;   interest  charges,  service  and  inspection   fees,
Lessee's  attorney's fees, title insurance fees and charges,
recording fees and insurance premiums.

11.   "Development  Financing  Documents"  shall  mean  this
Agreement,   the   Lease,  Assignment  of   Architects   and
Construction Contracts, Guarantees, and such other documents
given   to  the  Lessor  as  security  for  the  Development
Financing.

12.    "LTIC-CDD"   shall  mean  Lawyers   Title   Insurance
Corporation, Construction Disbursement Department, or  other
nationally  recognized title insurer approved by  Lessor  in
its   reasonable  discretion,  to  be  LTIC-CDD  under   the
Development Financing Disbursement Agreement executed by and
between the parties of even date herewith.

13.   "Final Disbursement Date" shall mean the date  of  the
final  disbursement  of the Development  Financing  provided
hereunder.

14.   "Improvements"  shall mean the  structures  and  other
improvements  to  be constructed on the Leased  Premises  in
accordance with the Plans and Specifications.

15.   "Initial  Disbursed  Funds"  shall  mean  those  funds
disbursed  on  the  Closing Date for  land  acquisition  and
related  soft costs upon Lessor's acquisition of the  Leased
Premises.

16.   "Inspecting  Architect" shall mean the  architect,  if
any, hired by Lessor to perform inspections of the premises.
An Inspecting Architect may only be engaged by Lessor in the
event   of  a  default  relating  to  construction  of   the
Improvements under the Development Financing Documents.

17.    "Leased  Premises"  shall  mean  the  real   property
described  in  the Exhibit "A" attached to  this  Agreement,
together  with  all  Improvements,  equipment  and  fixtures
thereon.

18.  "Lessee Equity" shall mean the final Construction Costs
less the amount of the Development Financing.

19.   "Plans  and Specifications" shall mean the  plans  and
specifications prepared by the Project Architect  who  shall
be  licensed in the jurisdiction of the Leased Premises  and
selected by Lessee.

20.    "Project"   shall  mean  the  construction   of   the
Improvements on the Leased Premises.

21.   "Project Architect" shall mean the architect  retained
by   Lessee   to   conform   to  applicable   jurisdictional
requirements the prototype Plans and Specifications for  the
construction of the Improvements.

22.   "Sub-Contractors" shall mean those persons  furnishing
labor  or  materials for the Project pursuant  to  the  Sub-
Contracts.

23.   "Sub-Contracts" shall mean the contracts  between  the
Contractor  and  its  materialmen  and  mechanics   in   the
furnishing of labor or materials for the Project.

24.   "Title"  shall  mean  the title  company  issuing  the
Lessor's fee owner's title insurance policy.




                           ARTICLE II
                   THE DEVELOPMENT FINANCING

Subject to compliance with the provisions of this Agreement,
Lessor  agrees  to advance to Lessee, and Lessee  agrees  to
request   from  Lessor,  the  Development  Financing.    The
Development Financing shall be advanced in stages by  Lessor
to  LTIC-CDD  and  disbursed by  LTIC-CDD  pursuant  to  the
provisions   of   Article  VIII  hereof.   The   Development
Financing,   or  so  much  thereof  as  has  been   advanced
hereunder,  shall  bear interest at the rate  and  shall  be
repaid  in  accordance with the terms hereof and the  Lease.
The  proceeds  of the Development Financing  shall  be  used
exclusively  for  the  purposes  of  defraying  Construction
Costs.


                          ARTICLE III

                              N/A

                           ARTICLE IV
                  CONSTRUCTION OF IMPROVEMENTS

  After  commencement of construction of  any  Improvements,
Lessee  agrees  to  diligently pursue said  construction  to
completion,  and to supply such moneys and to  perform  such
duties  as may be necessary to complete the construction  of
said  Improvements pursuant to the Plans and  Specifications
and in full compliance with all terms and conditions of this
Agreement  and the Development Financing Documents,  all  of
which  shall  be  accomplished on or before  the  Completion
Date, subject to Force Majeure and without liens, claims  or
assessments  (actual  or contingent)  asserted  against  the
Leased  Premises  for  any material, labor  or  other  items
furnished in connection therewith, subject to Lessee's right
to  contest such liens, claims, or assessments provided  the
same are removed as a lien upon the Leased Premises prior to
foreclosure  of  such lien, and all in full compliance  with
all  construction, use, building, zoning and  other  similar
requirements  of  any  pertinent governmental  jurisdiction.
Lessee  will  provide to Lessor, upon request,  evidence  of
satisfactory compliance with all the above requirements.

                           ARTICLE V
          REPRESENTATIONS AND WARRANTIES OF THE LESSEE

Lessee  hereby represents and warrants to the Lessor,  which
representations  and  warranties  shall  be  deemed  to   be
restated by Lessee each time Lessor makes an advance of  the
Development Financing, that:

1.    VALIDITY  OF  DEVELOPMENT FINANCING  DOCUMENTS  -  The
Development  Financing Documents are in all respects  legal,
valid and binding according to their terms.

2.    NO PRIOR LIEN ON FIXTURES - No mortgage, bill of sale,
security  agreement,  financing statement,  or  other  title
retention  agreement  (except those  executed  in  favor  of
Lessor) has been, or will be, executed with respect  to  any
fixture  (except Lessee's trade fixtures not  financed  with
this  Development  Financing) used in conjunction  with  the
construction, operation or maintenance of the improvements.

3.   CONFLICTING TRANSACTION OF LESSEE - The consummation of
the transactions hereby contemplated and the performance  of
the  obligations  of  Lessee under  and  by  virtue  of  the
Development  Financing  Documents will  not  result  in  any
breach  of,  or  constitute a default under,  any  mortgage,
lease, bank loan or credit agreement, corporate charter, by-
laws,  partnership agreement, or other instrument  to  which
Lessee  is  a party or by which it may be bound or affected,
the breach of which would materially affect Lessee's ability
to perform its obligations hereunder.

4.    PENDING  LITIGATION - There are no actions,  suits  or
proceedings   pending,  or  to  the  knowledge   of   Lessee
threatened, against or affecting it or the Leased  Premises,
or  involving the validity or enforce ability of any of  the
Development  Financing Documents, at law or  in  equity,  or
before  or  by  any governmental authority, except  actions,
suits and proceedings that are fully covered by insurance or
which,  if  adversely  determined  would  not  substantially
impair  the ability of Lessee to perform each and every  one
of  its  obligations under and by virtue of the  Development
Financing Documents; and to the Lessee's knowledge it is not
in  default  with  respect to any order,  writ,  injunction,
decree or demand of any court or any governmental authority.

5.     VIOLATIONS   OF  GOVERNMENTAL  LAW,   ORDINANCES   OR
REGULATIONS  -  To the best knowledge of Lessee,  there  are
no  violations  or notices of violations of any  federal  or
state law or municipal ordinance or order or requirement  of
the  State in which the Leased Premises are located  or  any
municipal department or other governmental authority  having
jurisdiction affecting the Leased Premises, which violations
in  any  way  have a material adverse affect on  the  Leased
Premises  and  which  remain uncured after  notice  by  such
governmental authority or department (if notice is required)
and  the expiration of the time within which Lessee may cure
such  violation,  or  if  no time limitation  is  specified,
within a reasonable time after notice to cure such violation
 .

6.   COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS - To
the  best  knowledge of Lessee, the Plans and Specifications
and  construction pursuant thereto and the use of the Leased
Premises  contemplated thereby comply and will  comply  with
all   present   governmental  laws   and   regulations   and
requirements, zoning ordinances, standards, and  regulations
of  all governmental bodies exercising jurisdiction over the
Leased  Premises.   Lessee agrees  to  provide  the  Project
Architect's  certification  to  such  effect  prior  to  the
funding  of  the  first disbursement under  the  Development
Financing.

7.    LESSEE'S  STATUS AND AUTHORITY - If the  Lessee  be  a
corporation,   limited  liability  company,   trust   or   a
partnership, Lessee warrants and represents that (I)  it  is
duly organized, existing and in good standing under the laws
of the state in which it is incorporated or created; (ii) it
is  duly qualified to do business and is in good standing in
the state in which the Leased Premises are located; (iii) it
has  the corporate or other power, authority and legal right
to  carry on the business now being conducted by it  and  to
engage  in  the transactions contemplated by this  Agreement
and  the  Development  Financing  Documents;  and  (iv)  the
execution and delivery of this Agreement and the Development
Financing  Documents and the performance and  observance  of
the  provisions hereof and thereof have been (or future acts
will   be)   duly   authorized  by  all   necessary   trust,
partnership,  or corporate actions of Lessee.   Lessee  will
furnish such resolutions, affidavits and opinions of counsel
to such effect as Lessor may reasonably require.

8.    AVAILABILITY  OF  UTILITIES  -  All  utility  services
necessary for the construction of the Improvements  will  be
available prior to the commencement of construction, and all
utility services necessary for the proper operation  of  the
Improvements  for their intended purposes are  available  at
the  Leased  Premises  or will be available  at  the  Leased
Premises   prior   to  the  Final  Disbursement   Date,   at
commercially  comparable utility rates and  hook-up  charges
for the vicinity, including water supply, storm and sanitary
sewer facilities, gas, electricity and telephone facilities.
Lessee  shall  furnish  evidence  of  such  availability  of
utilities from time to time at Lessor's request.

9.    BUILDING  PERMITS - All building permits required  for
the construction of the Improvements will have been obtained
prior  to  the  commencement  of  the  construction  of  the
Improvements and copies of same will be delivered to Lessor.

10.   CONDITION OF LEASED PREMISES - The Leased Premises are
not  now  damaged  or  injured as  a  result  of  any  fire,
explosion,  accident, flood or other casualty,  nor  to  the
best of Lessee's knowledge, subject to any action in eminent
domain.

11.   APPROVAL  OF PLANS AND SPECIFICATIONS -  To  the  best
knowledge of Lessee in reliance upon the Project Architect's
certification  to such effect, the Plans and  Specifications
conform  to  the  requirements and  conditions  set  out  by
applicable law or any effective restrictive covenant, to all
governmental  authorities which exercise  jurisdiction  over
the  Leased  Premises or the construction  thereon,  and  no
construction  will  be commenced upon  the  Leased  Premises
until said Plans and Specifications shall have been approved
by  Lessor, which consent shall not be unreasonably withheld
or  delayed  and  shall  be given  or  withheld  within  ten
business  days after written request therefor.   Subject  to
Article VI, paragraph 14, no material changes are to be made
in the Plans and Specifications as approved without Lessor's
prior  consent,  which  consent shall  not  be  unreasonably
withheld  or  delayed and shall be given or withheld  within
ten  business  days after written request  therefor.   After
prior  written  notice to Lessor, provided  the  Development
Financing  shall remain in balance as set forth  in  Article
VII,   paragraph   3   herein,  Lessor  shall   consent   to
reallocation  among line items, or use of  the  Construction
Contingency  in  the aggregate of not more than  the  amount
budgeted   as  set  forth  on  Exhibit  B  for  Construction
Contingency.    Otherwise,  Lessee  shall   demonstrate   to
Lessor's  reasonable  satisfaction  the  application  of  or
Lessee's reasonable access to sufficient Owner Equity in the
amount of such excess over the budgeted amount.

12.   CONSTRUCTION  CONTRACTS  -  Lessee  has  entered  into
contracts  with  the Contractors or separate contracts  with
materialmen  and laborers providing for the construction  of
the  Improvements.   Lessee will cause  the  Contractors  to
promptly  furnish Lessor with the complete list of all  Sub-
contractors  or  entities as and when under contract,  which
Contractors  propose  to  engage  to  furnish  labor  and/or
materials  in  constructing  the  Improvements  (such   list
containing  the names, addresses, and amounts of  such  sub-
contracts  as written in excess individually of $5,000,  and
prior to disbursement of funds to or for the benefit of such
Subcontractors, affidavits of authorized signatory and other
documents  commercially  reasonably  required  by  Title  to
insure  that the Leased Premises remain lien free) and  will
from  time to time furnish Lessor or Title with true  copies
of  all Contracts entered into by Lessee and with the  terms
of  all  verbal  agreements therefor,  if  any,  and  as  to
subcontractors,  letters  signed  by  sub-contractors  whose
contracts are in excess of $5,000 setting forth the  present
amount  of  their contract and the amounts remaining  to  be
paid  under  that contract, if the same information  is  not
stated  on  a  lien  waiver reflecting  the  most  currently
requested payment to such subcontractor.

13.   BROKERAGE  COMMISSIONS - No brokerage commissions  are
due  in  connection with the transaction contemplated hereby
or  if there are commissions due or payable the same will be
paid by Lessee.  Lessee agrees to and shall indemnify Lessor
from  any  liability, claims or losses arising by reason  of
any   such  brokerage  commissions.   This  provision  shall
survive the repayment of the Development Financing and shall
continue in full force and effect so long as the possibility
of such liability, claims or losses exists.

14.   NO  PRIOR WORK - Except as may have been permitted  by
Lessor,  no work or construction has been commenced or  will
be  commenced  by  or  on behalf of  Lessee  on  the  Leased
Premises,  nor  has  Lessee entered into  any  contracts  or
agreements for such work or construction which could  result
in  the imposition of a mechanic's or materialmen's lien  on
the  Leased  Premises or the Improvements  prior  to  or  on
parity with the interest of Lessor.

15.    ENVIRONMENTAL  IMPACT  STATEMENT   -   All   required
environmental   impact  statements  as   required   by   any
governmental authority having jurisdiction over  the  Leased
Premises  or the construction of the Improvements have  been
duly filed and approved.

16.   ACCESS  -  The  Leased Premises front  on  a  publicly
maintained road or street or have access to such a  road  or
street  under  an  easement or private  way,  which  is  not
subject to a reversion in favor of any party.

17.    FINANCIAL  INFORMATION  -  Any  financial  statements
heretofore delivered to Lessor are true and correct  in  all
respects,  have  been prepared in accordance with  generally
accepted   accounting  practice,  and  fairly  present   the
respective financial conditions of the subject thereof as of
the  respective  dates  thereof and  no  materially  adverse
change  has  occurred in the financial conditions  reflected
therein since the respective dates thereof.



                           ARTICLE VI
                      COVENANTS OF LESSEE

Lessee hereby covenants and agrees with Lessor as follows:

1.    SURVEYS  -  Prior  to  execution  of  any  Development
Financing Documents and prior to the initial request  for  a
Disbursement (as defined in Article VIII hereof), Lessee has
furnished to Lessor three copies of a current perimeter land
survey,  in  form  and  substance  satisfactory  to  Lessor,
certified  to  Lessor, giving a description  of  the  Leased
Premises  and  showing all encroachments onto  or  from  the
Leased   Premises,  currently  certified  by  a   registered
surveyor and bearing his registry number and showing  access
rights,  easements, or utilities, rights of way, all setback
requirements upon the Leased Premises, improvements, matters
affecting   title  and  such  other  items  as  Lessor   may
reasonably request.

2.    TITLE  INSURANCE  - Prior to the initial  request  for
Disbursement  the Lessee has furnished Lessor with  an  ALTA
policy  of  title  insurance, and prior  to  any  subsequent
request for Disbursement such ALTA policy of title insurance
shall  be  brought  down  to the  date  of  Disbursement  by
endorsement,  all  in  form  and substance  satisfactory  to
Lessor  issued at the Lessee's expense and written by  Title
insuring  the  Leased Premises to be marketable,  free  from
exceptions for mechanic's and materialmen's liens  and  free
from other exceptions not previously approved by the Lessor,
naming Lessor as fee owner insured to the extent of advances
made  hereunder subject only to such exceptions  as  may  be
reasonably approved by Lessor.

3.    RESTRICTIONS  ON CONVEYANCE OR SECONDARY  FINANCING  -
Lessee  will  not  transfer, sell, convey  or  encumber  the
Leased  Premises  or  subject the  Leased  Premises  to  any
secondary  financing in any way without the written  consent
of the Lessor, except as permitted in Article V, paragraph 2
relating to trade fixture financing sources or suppliers.

4.   INSURANCE - To obtain or cause Contractor to obtain and
maintain  such insurance or evidence of insurance as  Lessor
may  reasonably  require, including but not limited  to  the
following:

(a)   BUILDER'S  RISK INSURANCE - Builder's  Risk  Insurance
written  on  the  so-called "Builder's Risk-Completed  Value
Basis"  in an amount equal to the full replacement  cost  of
the  Improvements  at the date of completion  with  coverage
available  on the so-called multiple peril form  of  policy,
including coverage against collapse and water damage, naming
Lessor as additional named insured, such insurance to be  in
such amounts and form and written by such companies as shall
be  reasonably approved by Lessor, and the originals of such
policies  (together  with appropriate  endorsement  thereto,
evidence   of  payment  of  premiums  thereon  and   written
agreements by the insurer or insurers therein to give Lessor
ten  (10)  days'  prior written notice of any  intention  to
cancel)   shall  be  promptly  delivered  to  Lessor,   said
insurance  coverage to be kept in full force and  effect  at
all  times  until  the  completion of  construction  of  the
Improvements.

(b)    HAZARD   INSURANCE  -  Fire  and  Extended   Coverage
Insurance,  and such other hazard insurance  as  Lessor  may
require and as called for in the Lease in an amount equal to
the  full replacement cost of the Improvements naming Lessor
as an additional named insured, such insurance to be in such
amounts  and form and written by such companies as shall  be
reasonably  approved by Lessor, and the  originals  of  such
policies  (together  with appropriate endorsements  thereto,
evidence   of  payment  of  premiums  thereon  and   written
agreement by the insurer or insurers therein to give  Lessor
ten  (10)  days'  prior written notice of any  intention  to
cancel)  shall be promptly obtained and delivered to  Lessor
immediately  upon  completion of  the  construction  of  the
Improvements and before any portion is occupied by Lessee or
any  tenant of Lessee with such insurance to be kept in full
force and effect at all times thereafter.

(c)   PUBLIC  LIABILITY  -  Comprehensive  public  liability
insurance   (including   operations,  contingent   liability
operations,   operations  of  sub-  contractors,   completed
operations and contractual liability insurance) in limits of
coverage as set forth in the Lease.

(d)    WORKMEN'S  COMPENSATION  INSURANCE  -   Evidence   of
compliance  with  the  required  coverage  under   statutory
workmen's compensation requirements.

5.    COLLECTION  OF INSURANCE PROCEEDS - To cooperate  with
Lessor in obtaining for Lessor the benefits of any insurance
or  other  proceeds lawfully or equitably payable to  it  in
connection with the transaction contemplated hereby and  the
collection  of any indebtedness or obligation of the  Lessee
to  Lessor  incurred  hereunder (including  the  payment  by
Lessee  of the expense of an independent appraisal on behalf
of  Lessor in case of a fire or other casualty affecting the
Leased Premises).

6.    APPLICATION OF DEVELOPMENT FINANCING PROCEEDS - To use
the  proceeds  of the Development Financing solely  for  the
purpose of paying for Construction Costs and such incidental
costs  relative  to  the construction as may  be  reasonably
approved from time to time in writing by Lessor, and  in  no
event  to use any of the Development Financing proceeds  for
personal, corporate or other purposes.

7.    EXPENSES - To pay all costs of closing the Development
Financing  and all expenses of Lessor with respect  thereto,
including,  but  not  limited to, (if Lessee  shall  default
hereunder,  legal  fees by Lessor's counsel  and  all  other
reasonable  attorney's  fees  incurred  in  connection  with
enforcement of the terms hereof (limited as set forth in the
Commitment)),  costs  of  title insurance,  transfer  taxes,
license   and  permit  fees,  recording  expenses,  surveys,
intangible taxes, appraisal fees, Inspecting Architect fees,
expenses  of  retaking  possession upon  default  by  Lessee
hereunder   or   other   costs  of  enforcement   (including
reasonable attorney's fees) and similar items.

8.   LAWS, ORDINANCES AND ETC. - To comply promptly with any
law, ordinance, order, rule or regulation of all authorities
exercising  jurisdiction over the  Leased  Premises  or  the
construction  thereon,  including  appropriate   supervising
boards  of  fire underwriters and similar agencies  and  the
requirements of any insurer issuing coverage on the Project.

9.    RIGHT OF LESSOR TO INSPECT LEASED PREMISES -  Upon  48
hours  notice, except in cases which Lessor reasonably deems
to  be  an emergency, in which event upon reasonable  notice
under  the  circumstances, to permit Lessor  and  Title  and
their  representatives and agents to enter upon  the  Leased
Premises  and to inspect the Improvements and all  materials
to  be  used  in  construction thereof and to cooperate  and
cause Contractor to cooperate with Lessor or Title and their
representatives and agents during such inspections, provided
that   such   is   accomplished  without  interrupting   the
construction process.  Provided, further, however, that this
provision shall not be deemed to impose upon Lessor or Title
any   duty  or  obligation  whatsoever  to  undertake   such
inspections,  to correct any defects in the Improvements  or
to notify any person with respect thereto.

10.  BOOKS AND RECORDS - To set up and maintain accurate and
complete  books,  accounts  and records  pertaining  to  the
Project   including  the  working  drawings  in   a   manner
reasonably  acceptable  to Lessor.  The  Lessor,  Title  and
Inspecting  Architect shall have the right at all reasonable
times  and upon reasonable prior notice to inspect,  examine
and  copy  all books and records of Lessee relating  to  the
Project,  and  to enter and have free access to  the  Leased
Premises  and  Improvements and to inspect  all  work  done,
labor  performed  and material furnished  in  or  about  the
Project,   provided   that  such  is  accomplished   without
interrupting the construction process.  Notwithstanding  the
foregoing,   Lessee   shall  be   responsible   for   making
inspections  as  to the Improvements during  the  course  of
construction  and  shall determine to its  own  satisfaction
that  the work done or materials supplied by the Contractors
and all Subcontractors has been properly supplied or done in
accordance with the applicable contracts.  Lessee will  hold
Lessor  and  Title harmless from and Lessor and Title  shall
have  and  have no liability or obligation of  any  kind  to
Lessee  or  creditors  of  Lessee  in  connection  with  any
defective,  improper or inadequate workmanship or  materials
brought  in  or  related to the Improvements or  the  Leased
Premises,  or any mechanic's liens arising as  a  result  of
such  workmanship  or  materials.   Upon  Lessor's  request,
Lessee  shall replace or cause to be replaced any such  work
or   material  found  to  be  materially  deficient  by  the
Independent  Architect.  Lessor shall cooperate with  Lessee
in  obtaining any rights under any applicable warranties  to
accomplish  such work.  Any inspections made  by  Inspecting
Architect,  Title  or  Lessor are for the  sole  benefit  of
Lessor and neither Lessee nor any creditor, tenant or vendee
of  Lessee  shall  be entitled to rely on  such  inspection.
Lessee  shall  obtain for Lessor coincident rights  to  rely
upon any warranties obtain by Lessee from its Contractors or
subcontractors.

11.   CORRECTION  OF  DEFECTS  -  To  promptly  correct  any
structural  defects  in  the Improvements  or  any  material
departure  from the Plans and Specifications not  previously
approved   by   Lessor.   The  advance  of  any  Development
Financing proceeds shall not constitute a waiver of Lessor's
right to require compliance with this covenant.

12.   SIGN REGARDING DEVELOPMENT FINANCING - To allow Lessor
to  erect  and  maintain at a suitable site  on  the  Leased
Premises,  at  a  location to be chosen  by  Lessee  in  its
reasonable  discretion, a sign indicating  that  Development
Financing  is  being  provided  by  Lessor,  to  the  extent
permitted   by  law  or  private  covenant,  condition,   or
agreement affecting the Project.

13.   ADDITIONAL  DOCUMENTS  -  To  furnish  to  Lessor  all
instruments,   documents,  initial   surveys,   footing   or
foundation  surveys, if conducted, certificates,  plans  and
specifications, appraisals, financial statements, title  and
other  insurance reports and agreements and each  and  every
other  document and instrument required to be  furnished  by
the  terms  hereof, all at Lessee's expense; to  assign  and
deliver  to  Lessor such documents, instruments, assignments
and  other writings, and to do such other acts necessary  or
desirable  to  preserve and protect the Leased Premises,  as
Lessor  may  require;  and to do and execute  all  and  such
further   lawful   and  reasonable  acts,  conveyances   and
assurances for the carrying out of the intents and  purposes
of  this Agreement, the Lease, or the Commitment, as  Lessor
shall reasonably require from time to time.

14.   ARCHITECTS AND CONSTRUCTION CONTRACTS - To  commit  no
default  nor knowingly permit a default under the  terms  of
the  Architects or Construction Contracts; To waive none nor
knowingly permit a waiver of the obligations of the  parties
thereunder;  To do no act which would relieve  such  parties
from their obligations thereunder; To make no amendments  to
such contracts, without the prior written consent of Lessor;
To  enter  into  no  change orders or extras  that  cause  a
reallocation  among  budgeted line items,  or  that  in  the
aggregate  or singularly result in a net increase in  excess
of  10%  of  the  original contract amount without  Lessor's
prior   written  consent,  which  consent   shall   not   be
unreasonably withheld or delayed; provided, however,  Lessor
shall  be  given  written notice and copies  of  all  change
orders;  provided, further, however, with written notice  to
Lessor prior to any request for funds subsequent to any such
change order or reallocation, the Lessee shall be allowed to
enter into any change order or extra which is accounted  for
by use of any reallocation among line items or any remaining
budgeted  Contingency line item, or if  the  same  has  been
exhausted, Lessee shall be allowed increases in the original
contract amount without Lessor's consent if Lessee has, upon
the  execution of said change order, deposited  with  Lessor
the  amount by which such change order increases  the  total
Construction Cost; To allow all such contracts to be subject
to  the  approval of Lessor for its loan purposes; To  allow
Lessor  to take advantage of all the rights and benefits  of
the  contracts  upon any default by Lessee;  and  to  submit
evidence  to  Lessor  that  both  the  Architect   and   the
Contractors will permit Lessor to acquire Lessee's  interest
under  their respective contracts and the Contract Documents
without  additional charge or fee should an event of default
occur   hereunder,  which  default  is  not   cured   within
applicable notice and cure periods.

15.   ENFORCE PERFORMANCE OF SUB-CONTRACTS - To enforce,  or
cause  to  be enforced, the prompt performance of  the  Sub-
Contracts in accordance with their terms and not to  approve
any  changes in the same that in the aggregate or singularly
result  in  a net increase in excess of 10% of the  original
General Contractor's contract amount without Lessor's  prior
written  consent,  which consent shall not  be  unreasonably
withheld  or delayed, provided Lessee's right to enter  into
any  such change order shall be on the same terms set  forth
in Section 14 above.

16.   COMPLIANCE WITH RULES - To comply with, and to require
the  Contractors  to  comply with, all  rules,  regulations,
ordinances  and laws bearing on the conduct of the  work  on
the  Improvements, including the requirements of any insurer
issuing coverage on the Project and the requirements of  any
applicable supervising boards of fire underwriters.

17.   OPINIONS  OF  COUNSEL - To furnish  such  opinions  of
counsel  as  may be reasonably requested of  the  Lessee  in
connection with the matters contemplated by this Agreement.

18.   SOIL TESTS - To provide the Lessor with a soil  report
prepared  by  an acceptable engineer certifying  as  to  the
status  of  the soil conditions on the Leased Premises,  the
need or lack of need for special pilings and foundations and
that  either any pilings and foundation necessary to support
the  Improvements have been placed in a manner and  quantity
sufficient to provide the required support or that  no  such
pilings  and  foundations are necessary for the support  and
construction of the Improvements.

19.   MARKETABLE TITLE - To execute and deliver or cause  to
be  executed  and  delivered  such  instruments  as  may  be
required  by the Lessor and Title to provide Lessor  with  a
marketable, valid title to the Leased Premises subject  only
to such exceptions to title as may be reasonably approved by
Lessor.

20.    VIOLATIONS   OF  GOVERNMENTAL  LAW,   ORDINANCES   OR
REGULATIONS  - Lessee will permit no violations  nor  commit
the same, of any federal or state law or municipal ordinance
or  order  or requirement of the State in which  the  Leased
Premises  are located or any municipal department  or  other
governmental  authority  having jurisdiction  affecting  the
Leased Premises, which violations in any way have a material
adverse  affect  on  the Leased Premises  and  which  remain
uncured  after  notice  by  such governmental  authority  or
department (if notice is required) and the expiration of the
time  within which Lessee may cure such violation, or if  no
time limitation is specified, within a reasonable time after
notice to cure such violation .

21.   COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR  LAWS  -
The  Plans  and  Specifications  and  construction  pursuant
thereto  and  the  use  of the Leased Premises  contemplated
thereby   will  comply  with  all  governmental   laws   and
regulations and requirements, zoning ordinances,  standards,
and   regulations  of  all  governmental  bodies  exercising
jurisdiction    over   the   Leased   Premises,    including
environmental  protection and equal employment  regulations,
and  appropriate supervising boards of fire underwriters and
similar agencies.

22.   APPROVAL OF PLANS AND SPECIFICATIONS - The  Plans  and
Specifications   will  conform  to  the   requirements   and
conditions  set  out  by applicable  law  or  any  effective
restrictive  covenant,  and to all governmental  authorities
which exercise jurisdiction over the Leased Premises or  the
construction thereon.

23.  NOTICE  OF COMMENCEMENT\FURNISHING - To provide  Lessor
prior to the initial request for a Disbursement, with a copy
of  the  Notice  of Commencement and any amendments  thereto
prepared  in  accordance with Michigan  Statute  and  to  be
recorded with the County Recorder's Office where the  Leased
Premises are situate immediately following the recording  of
the  Memorandum of Lease between the parties hereto.  Lessee
represents  and  warrants that a Notice of Commencement  has
not been and will not be recorded prior to the recording  of
the  Memorandum of Lease.  Lessee shall post and keep posted
the  Notice of Commencement and all amendments thereto in  a
conspicuous place on the Leased Premises during  the  course
of  construction of the Project.  Lessee further  represents
and  warrants  to  timely  comply  with  all  provisions  of
Michigan Statute respecting keeping the Leased Premises free
of  mechanic's liens and failure to do so shall be deemed an
Event  of  Default as defined under the Net Lease  Agreement
and this Agreement.  Lessee shall provide Lessor with a copy
of  each  Notice  of  Furnishing  (as  defined  in  Michigan
Statute)   received   by  Lessee  during   the   course   of
construction of any Improvements on the Leased Premises.

                          ARTICLE VII
             CONDITIONS PRECEDENT TO A DISBURSEMENT

It shall be a condition precedent to each Disbursement under
this Development Financing Agreement that:

1.    DEVELOPMENT  FINANCING  DOCUMENTS  -  The  Development
Financing  Documents  shall  have  been  duly  executed  and
delivered to Lessor and shall be in full force and effect.

2.    LESSEE  EQUITY - Lessee shall have  paid  all  of  the
Lessee Equity funds, if any shall then be required or  known
to  be  required prior to the First Disbursement,  into  the
Project  before  the first Disbursement (or  any  subsequent
Disbursement if additional Lessee Equity should be required)
and Lessee shall deliver evidence of such payment reasonably
satisfactory to Lessor.

3.     DEVELOPMENT  FINANCING  BALANCE  -  As  of  the  date
immediately  prior to any Disbursement, Lessee=s  acceptance
of  such  Disbursement shall be deemed to  be  certification
that  the  total  amount  of  unadvanced  proceeds  of   the
Development  Financing shall be sufficient to  complete  the
Improvements free of liens.  To the extent the total of  the
unadvanced  proceeds of the Development Financing  shall  be
insufficient,  at  any time, in the commercially  reasonable
opinion  of  Lessor (the opinion of Lessor being based  upon
affidavit   of   the  General  Contractor,  the   Inspecting
Architect (if applicable), or other reliable licensed  third
party contractor)  to complete the Improvements, or be  less
than  the total Construction Costs not yet paid for  or  not
yet  incurred (including interest accruing for the remainder
of the term or extensions thereof, if any), the Lessee shall
demonstrate   to   Lessor's  reasonable   satisfaction   the
application  of or Lessee's reasonable access to  sufficient
Owner  Equity in the amount of such excess over the budgeted
amount..

4.   NO DEFAULT - No event of default, which remains uncured
after the expiration of applicable cure periods, shall exist
under this Agreement or the Development Financing Documents.

5.    REPRESENTATIONS  AND WARRANTIES - The  representations
and warranties in Article V hereof shall be true and correct
on and as of the date of each Disbursement.

6.    COVENANTS - Lessee shall have complied with all of the
covenants made by it in Article VI hereof.

7.    SWORN  CONSTRUCTION STATEMENT - Prior to  the  initial
disbursement  hereunder, the Lessee shall have submitted  to
Lessor  and  Title  a  Construction Cost  Statement  or  the
Construction  Contract  (if such  information  is  contained
therein)  sworn to by Lessee and Contractors reflecting  all
major  Sub-Contractors  or materialmen  who  shall  then  be
engaged  in furnishing labor, materials or supplies for  the
Improvements.   The list should show the name  of  each  and
every  Contractor,  Sub-Contractor and  materialman  (or  at
least  such  entities or individuals whose  contract  is  in
excess of $5,000), its address and an estimate of the dollar
value  of  the  work,  labor and materials  to  be  done  or
supplied  and a general statement of the nature of the  work
to  be  done or materials to be supplied by each Contractor.
Thereafter, if such list should change or new subcontractors
shall execute contracts not reflected on the above list, the
Lessee  shall  furnish  to  the  Lessor  any  amendments  or
additions to the original statement as so submitted.

8.   APPLICATION FOR PAYMENT - Lessor shall have received an
Application for Payment pursuant to Article VIII hereof.

9.    TITLE - Title shall issue its endorsement to the title
policy insuring the Lessor as fee owner under the policy  in
the  aggregate  amounts of all prior Disbursements  and  the
requested Disbursement.

10.   WORK  IN  PLACE - All work or materials  for  which  a
Disbursement is requested shall be in place and incorporated
into the Improvements.

11.  AMENDED  NOTICE OF COMMENCEMENT - Lessee shall  provide
Lessor  with  any  amended Notice of Commencement  filed  in
accordance  with  Michigan  Statute,  and  any   Notice   of
Furnishing  (as  defined in Michigan  Statute)  received  by
Lessee during the course of construction of any Improvements
on the Leased Premises.

                          ARTICLE VIII
   METHODS OF DISBURSEMENTS OF DEVELOPMENT FINANCING PROCEEDS

The   Development   Financing   shall   be   disbursed    (a
"Disbursement") as follows:

1.    PROCEDURE  - Not more often than monthly,  Lessee  may
submit  an  Application for Payment  in  the  form  attached
hereto  as  Exhibit  "C"  requesting  the  Disbursement   of
proceeds  under  the  Development Financing,  which  request
shall  be submitted to Lessor and to LTIC-CDD at least  five
(5)  business days prior to the date on which a Disbursement
is  requested.  Provided the conditions of this  Development
Financing Agreement are met on the date requested  for  such
advance,  Lessor shall advance to LTIC-CDD amounts certified
to  be  currently payable by Lessee (excluding the retainage
hereinafter  specified)  for the then  incurred  portion  of
Total  Construction  Costs pursuant to the  Application  for
Payment.   All costs shall have been approved in writing  by
the  Lessee, Contractor, and if required by Lessor,  by  the
Inspecting  Architect, if any.  All interest  accruing  need
not  be  disbursed to LTIC-CDD, but may be  immediately  and
automatically   credited  by  Lessor  to   the   Development
Financing  account.   LTIC-CDD  shall  disburse  all   funds
advanced  to it by Lessor in accordance with the  terms  and
provisions   of  this  Agreement  and  any  special   escrow
requirements  imposed  by LTIC-CDD as  a  condition  to  its
acting  as  the  disbursing agent hereunder.  The  disbursed
proceeds  of  the Development Financing shall bear  interest
from  and including the date of disbursement to LTIC-CDD  or
the date of credit by Lessor provided that in the event LTIC-
CDD  shall  fail  to disburse any advances within  five  (5)
business  days  after the date set for an advance,  LTIC-CDD
shall  return  said advance to Lessor and interest  on  such
advance  shall abate from and after the date of such return.
Any  amounts disbursed to LTIC-CDD and returned by  LTIC-CDD
to  the Lessor shall not be deemed to be advanced under  the
Development  Financing  Documents.   Each  Application   for
Payment  shall clearly set forth the amounts due  to  Lessee
and  to  each  Contractor out of the  requested  Development
Financing and shall be accompanied by the following:

a.    An Application for Payment in the form attached hereto
as   Exhibit   "C"  certifying  that  each   contractor   or
materialman  for which payment is requested in the  relevant
Application  for  Payment has satisfactorily  completed  the
work  or  furnished  the  materials  for  which  payment  is
requested  in accordance with the applicable contract;  that
all  work  for  which  an Application for  Payment  is  made
substantially  conforms to the Contract  Documents  and  any
approved changes, and is in place; and that sufficient funds
remain of the undisbursed Development Financing proceeds  to
complete the Project and that all funds previously disbursed
have  been  applied  as  per  the previous  Application  for
Payment.

b.    Waivers  of  Mechanics' Liens and Materialmen's  Liens
executed  by  all  Contractors for all  work  done  and  all
materials  furnished to the Leased Premises and included  in
such current Application for Payment, or evidence reasonably
required  by  Title  to  insure over  the  same  by  special
specific  endorsement,  or  such  other  releases  or   lien
pursuant to bonding or otherwise to prevent such liens  from
attaching to the Leased Premises.

c.    Waivers  of  Mechanics' Liens and Materialmen's  Liens
executed  by all Sub-Contractors and workmen and materialmen
for  all work done and all materials furnished to the Leased
Premises   and   included   in  the  immediately   preceding
Application for Payment, or evidence reasonably required  by
Title   to   insure  over  the  same  by  special   specific
endorsement,  or  such other releases or  lien  pursuant  to
bonding or otherwise to prevent such liens from attaching to
the Leased Premises.

d.    Such other supporting evidence, including invoices and
receipts  as  may  be  requested by Lessor  or  LTIC-CDD  to
substantiate all payments which are to be made  out  of  the
Disbursement  or to substantiate all payments then  made  in
respect to the Project.

2.    INTEREST  ADVANCE - If interest  has  accrued  on  the
Development Financing and is unpaid or fees are  payable  to
the  Lessor  hereunder,  Lessor shall  be,  and  hereby  is,
authorized  at  any  time  to advance  to  itself  from  the
proceeds  of the Development Financing the total  amount  of
such   accrued  interest  and  fees,  whether  or   not   an
Application for Payment has been submitted by the Lessee and
the same shall be deemed to be an advance of the proceeds of
the  Development Financing under this Agreement in the  same
manner  and  with the same effect as if advanced  under  the
provisions above.  It is understood Lessor may establish  an
automatic interest reserve whereby Lessor may withdraw  from
the  Development  Financing account on a regular  basis  the
accrued interest on the Development Financing and credit the
Development Financing balance with the same.

3.    ASSESSMENT AND TAX ADVANCE - As taxes and  assessments
become  due  on  the Leased Premises, Lessor shall  be,  and
hereby  is,  authorized to advance to  itself  automatically
from  the  proceeds of the Development Financing, the  total
amount  of such taxes and assessments and the same shall  be
deemed  to  be an advance of the proceeds of the Development
Financing under this Agreement in the same manner  and  with
the  same effect as if advances under the provisions  above,
if  not  previously  paid before due  pursuant  to  Lessee's
obligations under the Lease.

4.    DISBURSE  UNDER DEVELOPMENT FINANCING DOCUMENT  -  All
sums  advanced  and disbursed hereunder shall  be  disbursed
under  and  shall  be  secured by the Development  Financing
Documents.

5.     PAYMENTS  TO  SUBCONTRACTORS  -  In  its   reasonable
discretion  LTIC-CDD  may  make  payments  directly  to  any
subcontractor or materialman.

6.    RETAINAGE - Each Disbursement shall be limited  to  an
amount equal to ninety percent (90%) of the value, exclusive
of  Contractor's profit and overhead, of the  materials  and
labor  furnished  to  the Leased Premises  and  the  balance
(herein  called the Retainage) shall be retained by  Lessor,
provided  that  thirty (30) days after  completion  by  each
subcontractor or materialman of his subcontract Lessor  will
disburse  to such party, or to the Contractor on  behalf  of
such  party the Retainage withheld from said party, provided
that as a condition to such disbursement the Lessee and  the
Inspecting Architect (if applicable) shall certify to Lessor
the  date  that such Party's subcontract has been fully  and
satisfactorily   completed   and   the   subcontractor    or
materialmen  shall  have  supplied Title  with  satisfactory
final lien waivers, including final lien waivers for any  of
its  submaterialmen or sub- contractors and the requirements
of  any  bonding company issuing the Bonds shall  have  been
fulfilled.   Any  Retainage  due  the  Contractor  for  work
performed or materials furnished by the Contractor  and  the
final  balance of Contractor's profit and overhead shall  be
disbursed on the Final Disbursement Date pursuant to Article
IX  hereof.   Contractor's  profit  and  overhead  shall  be
disbursed based upon and in proportion to the percentage  of
completion  of  the  Project, or amounts payable  under  the
Construction Contract for work actually performed, whichever
is less, as certified by the Lessor.

                           ARTICLE IX
              FINAL DEVELOPMENT FINANCING BALANCE

Unless  and  until  Lessor and Lessee have  entered  into  a
mutually   satisfactory  escrow  holdback  and   undertaking
agreement  to,  inter  alia, complete the  Improvements  and
otherwise satisfy the requirements of this Article IX, at no
time  and  in no event shall Lessor be obligated to disburse
the  balance  of the proceeds of the Development  Financing,
including  any  Retainage until the date the following  have
been satisfied (the "Final Disbursement Date"):

1.    Lessor  shall  have  received reasonably  satisfactory
evidence  of  the  final completion of the  Improvements  in
substantial accordance with the Contract Documents  and  the
Certificate  of  Final Completion from  the  Contractor  and
Lessee.

2.     Lessor  shall  have  received  satisfactory  as-built
surveys reflecting the final location of the Improvements as
fully  completed  on the Leased Premises in accordance  with
the  Contract  Documents, said survey to be  prepared  by  a
registered or licensed surveyor bearing his registry number,
certifying  to  Lessor as to the legal  description  of  the
Leased Premises and showing all Improvements located on  the
Leased  Premises and indicating the street  address  of  the
Improvements,  absence of any encroachments  on  the  Leased
Premises  or  from the Leased Premises onto  adjacent  land,
showing  all access points, and showing conformance  to  all
set  back requirements and delineating all utility easements
that  are specifically legally described, rights of way  and
other  matters affecting the Leased Premises, and certifying
as to the total acreage of the land, the exterior dimensions
of  the  Improvements, and the number of parking spaces,  if
any,  and  such  other  matters  as  Lessor  may  reasonably
request.

3.   Lessor shall have received a requisite affidavit of the
Lessee  and  Contractor,  and  approved  by  the  Inspecting
Architect (if applicable) certifying as to the final cost of
the Improvements.

4.    Title  shall have been furnished with such final  lien
waivers  sufficient in the opinion of Title to dissolve  any
possible Mechanic's and Materialman's Liens affecting  title
to  the Leased Premises or Lessee shall have provided a bond
or  other  security  sufficient to remove  the  lien  as  an
encumbrance  upon  title to the Leased  Premises  and  Title
shall  have  issued  its endorsements to  the  title  policy
increasing  the insured coverage to the full amount  of  all
sums disbursed under this Development Financing Agreement.

5.    Lessor  shall have received evidence that all  of  the
terms,  provisions and conditions on the part of the  Lessee
to  be  performed  or caused to be performed  hereunder  and
under  the  Lease,  including but not limited  to  obtaining
casualty  insurance  for  the full insurable  value  of  the
Improvements,  have  been fulfilled to the  satisfaction  of
Lessor.

6.    Lessor  shall  have  received a Final  Certificate  of
Occupancy  issued by the appropriate governmental  authority
covering  the Improvements and a Certificate of  Substantial
Completion  from  the Lessee and Contractor indicating  that
the Improvements as built comply with all building codes and
zoning  ordinances,  including  any  plat  requirements   or
requirements  of recorded operating covenants or  agreements
affecting the Leased Premises.

7.   All remaining uncompleted "punch list" items shall have
been satisfactorily completed.

8.   The requirements of all bonding companies, if any, with
respect to release of retainage shall have been met.

9.   An amendment (the "First Lease Amendment") to the Lease
shall  be  executed by Lessee and Lessor setting  forth  the
date  the first Lease Year and the initial term of the Lease
shall  end  and the Rent for the balance of the first  Lease
Year,  and  evidencing the satisfaction and  termination  of
this Agreement.

                           ARTICLE X
                       EVENTS OF DEFAULT

An  "event  of  default" shall be deemed  to  have  occurred
hereunder and under the Lease, if:

1.    DEFAULT  UNDER DEVELOPMENT FINANCING DOCUMENTS  -  Any
default  or  event of default occurs (which remains  uncured
after the expiration of any applicable cure period as may be
set  forth in any Development Financing Document) under  any
of  the  Development Financing Documents as defined therein;
or

2.    FAILURE  TO COMPLETE CONSTRUCTION - Lessee shall  fail
for any reason, except Lessor's wrongful refusal to fund the
Development  Financing  pursuant to  the  terms  hereof,  to
substantially complete the construction of the  Improvements
by the Completion Date; or

3.    BREACH  OF  AGREEMENT - Lessee breaches  or  fails  to
perform, observe or meet any covenant or condition  of  this
Agreement,  provided,  however,  with  respect  to  monetary
defaults  hereunder Lessee shall have five  (5)  days  after
notice from Lessor to cure such monetary defaults, and  with
respect  to  non-monetary defaults hereunder,  Lessee  shall
have  twenty days after notice from Lessor to cure such non-
monetary default, or if such default (but for the payment of
monies) cannot be cured within twenty days, such longer time
as may be reasonably necessary to effect a cure if Lessee is
diligently pursuing a course of conduct reasonably  designed
to cure the default.; or

4.    BREACH OF WARRANTY - Any warranties made or agreed  to
be  made  in  any of the Development Financing Documents  or
this Agreement shall be breached by Lessee or shall prove to
be  false or misleading, and the same shall not be cured  or
made  to  be  true  and correct within the  applicable  cure
periods; or

5.    FILING OF LIENS AGAINST THE LEASED PREMISES - Any lien
for  labor,  material,  taxes or otherwise  shall  be  filed
against  the  Leased Premises and such  lien  shall  not  be
promptly paid, released, contested in an appropriate  forum,
or  bonded  over to Lessor's reasonable satisfaction  before
the lien shall materially adversely affect Lessor's interest
in the Premises; or

6.    LITIGATION  AGAINST LESSEE - Any suit shall  be  filed
against  Lessee, and is not resolved within  120  days  and,
which  if  adversely determined, could substantially  impair
the  ability of Lessee to perform each and every one of  its
obligations under and by virtue of the Development Financing
Documents; or

7.    LEVY  UPON THE LEASED PREMISES - A levy be made  under
any  process on the Leased Premises and such levy shall  not
be promptly Bonded over prior to the execution of such levy;
or

8.    TRANSFER OF LEASED PREMISES - Lessee shall without the
prior written consent of Lessor, voluntarily or by operation
of  law, sell, transfer, convey or encumber all or any  part
of  its  interest in the Leased Premises or in  any  of  the
personalty owned by Lessor located thereon; or

9.    ABANDONMENT - Lessee abandons the project or delays or
ceases work thereon for a period of fifteen consecutive (l5)
days,  or delays construction or suffers construction to  be
delayed for any period of time for any reason whatsoever  so
that  completion  of Improvements cannot be accomplished  in
the  judgment  of  Lessor on or before the Completion  Date,
subject to force majeure; or

10.   BANKRUPTCY - Lessee shall make an assignment  for  the
benefit  of  its  creditors or shall admit  in  writing  its
inability to pay its debts as they become due or shall  file
a  petition in bankruptcy or shall be adjudicated a bankrupt
or   insolvent  or  shall  file  a  petition   seeking   any
reorganization,   dissolution,   liquidation,   arrangement,
composition,  readjustment,  or  similar  relief  under  any
present or future bankruptcy or insolvency statute,  law  or
regulation,  or  shall file an answer admitting  to  or  not
contesting  the  material allegations of  a  petition  filed
against  it in any such proceedings, or shall not  have  the
same  dismissed  or  vacated, or shall seek  or  consent  or
acquiesce  in  the appointment of any trustee,  receiver  or
liquidator  of a material part of its properties,  or  shall
not   after   the   appointment  without  the   consent   or
acquiescence of it of a trustee, receiver, or liquidator  of
any  material  part  of its properties have  such  receiver,
liquidator or appointment vacated; or

11.   EXECUTION  LEVY  - Execution shall  have  been  levied
against  the Leased Premises or any lien creditors  commence
suit  to enforce a judgment lien against the Leased Premises
or such action or suit shall have been brought and shall not
be  immediately bonded over and shall continue unstayed  and
in effect for a period of more than 120 consecutive days; or

12.   ATTACHMENT  - Any part of the Lessor's  commitment  to
make the advances hereunder shall at any time be subject  or
liable to attachment or levy at the suit of any creditor  of
the  Lessee or at the suit of any subcontractor or  creditor
of  the  Contractor and shall remain unstayed prior  to  the
time Lessor shall be obligated to comply with the same; or

                           ARTICLE XI
                       REMEDIES OF LESSOR

Lessee hereby agrees that the occurrence of any one or  more
of  the events of default set out in Article X hereof, shall
also  constitute  an  event of default  under  each  of  the
Development  Financing documents, thereby entitling  Lessor,
after  the expiration of any applicable cure period, at  its
option,  to proceed to exercise any or all of the  following
remedies:

1.    EXERCISE OF REMEDIES - To exercise any of the  various
remedies  provided  in  any  of  the  Development  Financing
Documents,  including the acceleration of the Put  described
in Articles XIV hereof;

2.    CUMULATIVE RIGHTS - Cumulatively to exercise all other
rights, options and privileges provided by law;

3.    CEASE  MAKING  ADVANCES - To refrain from  making  any
advances  under this Agreement but Lessor may make  advances
after  the  happening  of  any such  event  without  thereby
waiving  the  right  to  refrain from making  other  further
advances  or to exercise any of the other rights Lessor  may
have.

4.    RIGHTS  TO  ENTER - To require Lessee  to  vacate  the
Leased  Premises  and permit Lessor (whether  prior  to  the
exercise  of  the  Put  or during any period  prior  to  the
closing of the sale pursuant to the Put);

(a)  To enter into possession;

(b)   To  perform or cause to be performed any and all  work
and   labor  necessary  to  complete  the  Improvements   in
accordance with the Plans and Specifications;

(c)   To  employ  security watchmen to  protect  the  Leased
Premises; and

(d)   To  disburse that portion of the Development Financing
Proceeds  not previously disbursed (including any Retainage)
to  the extent necessary to complete the construction of the
Improvements  in accordance with the Contract Documents  and
if  the  completion requires a larger sum than the remaining
undisbursed   portion  of  the  Development  Financing,   to
disburse  such  additional funds,  all  of  which  funds  so
disbursed  by Lessor shall be deemed to have been  disbursed
to  Lessee.  For this purpose, Lessee hereby consents   upon
an  uncured  default by Lessee after the expiration  of  any
applicable notice and cure period, to the Lessor taking  the
following   actions,   or   not,  in   Lessor's   reasonable
discretion: to complete the construction of the Improvements
in  the  name of the Lessee, and hereby empowers  Lessor  to
take all actions necessary in connection therewith including
but  not limited to using any funds of Lessee including  any
balance which may be held in escrow and any funds which  may
remain  unadvanced hereunder for the purpose  of  completing
the  said  portion of the Improvements in the manner  called
for  by  the Contract Documents; to make such additions  and
changes  and  corrections  in the Contract  Documents  which
shall be necessary or desirable to complete the said portion
of the Improvements in substantially the manner contemplated
by  the  Contract  Documents; to  employ  such  contractors,
subcontractors, agents, architects, and inspectors as  shall
be  required for said purposes; to pay, settle or compromise
all existing or future bills and claims which are or may  be
liens  against said Leased Premises, or may be necessary  or
desirable  for  the completion of the said  portion  of  the
Improvements  or  the  clearance  of  title  to  the  Leased
Premises;  to  execute all applications and certificates  in
the name of Lessee which may be required by any construction
contract  and  to do any and every act with respect  to  the
construction  of the said portion of the Improvements  which
Lessee  may  do  in its own behalf. Lessor shall  also  have
power to prosecute and defend all actions and proceedings in
connection with the construction of the said portion of  the
Improvements  and  to  take such  action  and  require  such
performance as it deems necessary.  In accordance therewith,
Lessee hereby assigns and quitclaims unto Lessor all sums to
be  advanced  hereunder including Retainage.  Any  funds  so
disbursed  or fees or charges so incurred shall be  included
in  any  amount necessary for the Lessee to pay pursuant  to
the Put.

(e)   To discontinue making advances hereunder to the Lessee
and to terminate Lessor's obligations under this Agreement.

5.    RIGHTS  NON  CUMULATIVE - No right or remedy  by  this
Agreement  or  by  any  Development  Financing  Document  or
instrument   delivered  by  the  Lessee   pursuant   hereto,
conferred  upon  or reserved to the Lessor shall  be  or  is
intended  to be exclusive of any other right or  remedy  and
each  and every right and remedy shall be cumulative and  in
addition  to  any other right or remedy or now or  hereafter
arising  at  a  law or in equity or by statute.   Except  as
Lessor  may hereafter otherwise agree in writing, no  waiver
by  Lessor or any breach by or default of Lessee of  any  of
its   obligations,  agreements,  or  covenants  under   this
Agreement  shall be deemed to be a waiver of any  subsequent
breach  of  the same or any other obligation,  agreement  or
covenant,  nor  shall any forbearance by Lessor  to  seek  a
remedy for such breach be deemed a waiver of its rights  and
remedies with respect to such a breach, nor shall Lessor  be
deemed  to have waived any of its rights and remedies unless
it  be  in  writing and executed with the same formality  as
this Agreement.

6.   EXPENSES - The Development Financing and this Agreement
and  the  performance  by  the Lessor  or  Lessee  of  their
obligations hereunder shall be without cost and  expense  to
the  Lessor, except as otherwise set forth herein or in  the
Commitment,   all  of  which costs and expenses  the  Lessee
agrees  to  pay and hold Lessor harmless of and  payment  of
which   shall  be  secured  by  the  Development   Financing
Documents.   Specifically, Lessee agrees to  pay  all  title
charges,  surveyor's fees,  and costs and the like  incurred
in  connection with this Agreement, and Lessor=s  attorney=s
fees  and  costs incurred in connection with the enforcement
hereof, if necessary.

                          ARTICLE XII
              GENERAL CONDITIONS AND MISCELLANEOUS

The  following conditions shall be applicable throughout the
term of this Agreement:

1.    RIGHTS  OF  THIRD  PARTIES -  All  conditions  of  the
obligations of Lessor hereunder, including the obligation to
make  disbursements are imposed solely and  exclusively  for
the  benefit  of  Lessee,  and no other  person  shall  have
standing  to  require  satisfaction of  such  conditions  in
accordance  with their terms or be entitled to  assume  that
Lessor will refuse to make advances in the absence of strict
compliance  with  any or all thereof, and  no  other  person
shall,   under  any  circumstances,  be  deemed  to   be   a
beneficiary of such conditions, any and all of which may  be
freely  waived in whole or in part by Lessor at any time  if
in  its sole discretion it deems it desirable to do so.   In
particular, Lessor makes no representations and  assumes  no
duties  or  obligations as to third parties  concerning  the
quality  of  the  construction of the  Improvements  or  the
absence  therefrom  of defects.  In this connection,  Lessee
agrees  to  and  shall indemnify Lessor from any  liability,
claims  or  losses  resulting from the disbursement  of  the
Development Financing proceeds or from the condition of  the
Leased   Premises  whether  related  to   the   quality   of
construction  or  otherwise and whether  arising  during  or
after  the term of the Development Financing made by  Lessor
to Lessee in connection therewith, except for Lessor's gross
negligence  or  willful misconduct.   This  provision  shall
survive the termination of this Agreement and shall continue
in  full force and effect so long as the possibility of  any
such liability, claims or losses exists.

2.    EVIDENCE OF SATISFACTION OF CONDITIONS - Any condition
of  this Agreement which requires the submission of evidence
of  the  existence or non- existence of a specified fact  or
facts   implies  as  a  condition  the  existence  or   non-
existence,  as the case may be, of such fact or  facts,  and
Lessor  shall,  at  all  times,  be  free  independently  to
establish  to its reasonable satisfaction such existence  or
non-existence.

3.    ASSIGNMENT  -  Lessee may not assign this  Development
Financing  Agreement  or any of its  rights  or  obligations
hereunder without the prior written consent of Lessor.

4.   SUCCESSORS AND ASSIGNS - Whenever in this Agreement one
of  the  parties hereto is named or referred to, the  heirs,
legal  representatives,  successors  and  assigns  of   such
parties  shall be included and all covenants and  agreements
contained in this Agreement by or on behalf of the Lessee or
by  or  on behalf of the Lessor shall bind and inure to  the
benefit  of  their  respective heirs, legal representatives,
successors and assigns, whether so expressed or not.

5.   HEADINGS - The headings of the sections, paragraphs and
subdivisions  of this Agreement are for the  convenience  of
reference  only, and are not to be considered a part  hereof
and  shall  not limit or otherwise affect any of  the  terms
hereof.

6.   INVALID PROVISIONS TO AFFECT NO OTHERS - If fulfillment
of  any provision hereof, or any transaction related thereto
at  the time performance of any such provision shall be due,
shall  involve transcending the limit of validity prescribed
by  law,  then, ipso facto, the obligation to  be  fulfilled
shall  be  reduced to the limit of such validity;  and  such
clause  or  provision shall be deemed invalid as though  not
herein contained, and the remainder of this Agreement  shall
remain operative in full force and effect.

7.    NUMBER  AND GENDER - Whenever the singular  or  plural
number,  masculine  or  feminine or neuter  gender  is  used
herein, it shall equally include the other.

8.    AMENDMENTS - Neither this Agreement nor any  provision
hereof  may  be  changed, waived, discharged  or  terminated
orally, but only by an instrument in writing signed  by  the
party  against  whom  enforcement  of  the  change,  waiver,
discharge or termination is sought.

9.    NOTICES - Any notice which any party hereto may desire
or may be required to give to any of the parties shall be in
writing  and  the  mailing thereof  by  certified  mail,  or
equivalent, to the respective parties' addresses  set  forth
hereinabove or to such other place such party may by  notice
in writing designate as its address shall constitute service
of notice hereunder.

10.  GOVERNING LAW - This Development Financing Agreement is
made and executed pursuant to and is intended to be governed
by  the  laws  of  the State where the Leased  Premises  are
located.

11.  FORCE  MAJEURE  -  Anything in this  Agreement  to  the
contrary  notwithstanding, Lessee shall  not  be  deemed  in
default with respect to the performance of any of the terms,
provisions,  covenants,  and conditions  of  this  Agreement
(except  for the payment of all other monetary sums  payable
hereunder, to which the provisions of this Section shall not
apply),  if  the  same shall be due to any strike,  lockout,
civil  commotion,  warlike operations, invasion,  rebellion,
hostilities, sabotage, governmental regulations or controls,
impracticability of obtaining any materials or labor (except
due to the payment of monies), shortage or unavailability of
a source of energy or utility service, Act of God, casualty,
adverse   weather  conditions,  or  any  cause  beyond   the
reasonable  control of Lessee (except due to the payment  of
monies).    Provided,  however,  in  order  to  invoke   the
extension  of the Completion Date afforded by this  section,
Lessee  shall notify Lessor in writing within five  days  of
the  occurrence of such force majeure, and in any event  the
Completion  Date  shall be extended  as  a  result  of  such
occurrence no more than reasonably necessary and in no event
no more than 90 days.

12.   BROKERAGE  COMMISSIONS - Lessor represents  to  Lessee
that   on   account  of  or  through  Lessor  no   brokerage
commissions  are  due  in connection  with  the  transaction
contemplated hereby or if there are such commissions due  or
payable  on  account of or through Lessor the same  will  be
paid by Lessor.  Lessor agrees to and shall indemnify Lessee
from  any  liability, claims or losses arising by reason  of
any   such  brokerage  commissions.   This  provision  shall
survive the repayment of the Development Financing and shall
continue in full force and effect so long as the possibility
of such liability, claims or losses exists

                          ARTICLE XIII
  DAMAGE, DESTRUCTION, CONDEMNATION, USE OF INSURANCE PROCEEDS

1.   DAMAGE  OR DESTRUCTION OF THE LEASED PREMISES.   Lessee
will  give  the  Lessor prompt notice of any  damage  to  or
destruction  of  the Leased Premises and  in  case  of  loss
covered by policies of insurance the Lessor (whether  before
or  after  the exercise of the Put if Lessee be  in  default
hereof)  is  hereby authorized at its option to  settle  and
adjust  any  claim arising out of such policies and  collect
and  receipt  for the proceeds payable therefrom,  provided,
that the Lessee may itself adjust and collect for any losses
arising out of a single occurrence aggregating not in excess
of  $50,000.00.  Any expense incurred by the Lessor  in  the
adjustment  and collection of insurance proceeds  (including
the  cost of any independent appraisal of the loss or damage
on behalf of Lessor) shall be reimbursed to the Lessor first
out of any proceeds.  The proceeds or any part thereof shall
be applied to reduction of the Put Price, which Put may then
be  exercised  by  Lessor, without the  application  of  any
prepayment premium, or to the restoration or repair  of  the
Leased  Premises, the choice of application to be solely  at
the discretion of Lessor.

2.  CONDEMNATION.  Lessee will give the Lessor prompt notice
of  any  action,  actual or threatened, in  condemnation  or
eminent  domain  affecting the Leased  Premises  and  hereby
assigns,  transfers, and sets over to the Lessor the  entire
proceeds  of any award or claim for damages for all  or  any
part of the Leased Premises taken or damaged under the power
of  eminent domain or condemnation, the Lessor being  hereby
authorized  to intervene in any such action and  to  collect
and  receive from the condemning authorities and give proper
receipts  and acquittances for such proceeds.   Lessee  will
not  enter into any agreements with the condemning authority
permitting  or  consenting  to  the  taking  of  the  Leased
Premises unless prior written consent of Lessor is obtained.
Any  expenses incurred by the Lessor in intervening in  such
action  or  collecting such proceeds shall be reimbursed  to
the  Lessor first out of the proceeds.  The proceeds or  any
part thereof shall be applied to reduction of the Put Price,
which  Put  may  then  be exercised by Lessor,  without  the
application of any prepayment premium, or to the restoration
or  repair of the Leased Premises, the choice of application
to be solely at the discretion of Lessor.

3.   DISBURSEMENT  OF  INSURANCE AND CONDEMNATION  PROCEEDS.
Any   restoration  or  repair  shall  be  done   under   the
supervision  of  an  architect  acceptable  to  Lessor   and
pursuant to plans and specifications approved by the Lessor.
Subject  to paragraph 4 below, in any case where Lessor  may
elect  to  apply  the proceeds to repair or  restoration  or
permit  the  Lessee to so apply the proceeds they  shall  be
held  by Lessor for such purposes and will from time to time
be   disbursed  by  Lessor  to  defray  the  costs  of  such
restoration or repair under such safeguards and controls  as
Lessor  may  reasonably  require  to  assure  completion  in
accordance  with  the approved plans and specifications  and
free  of  liens  or claims.  Lessee shall on demand  deposit
with  Lessor  any  sums necessary to make  up  any  deficits
between  the  actual cost of the work and the  proceeds  and
provide such lien waivers and completion bonds as Lessor may
reasonably  require.   Any surplus which  may  remain  after
payment  of  all  costs of restoration or  repair  shall  be
applied  against  the rent then most remotely  to  be  paid,
whether  due  or not, without application of any  prepayment
premium or credit.

4.   LESSOR  TO  MAKE PROCEEDS AVAILABLE.  In the  event  of
insured  damage  to the improvements or in the  event  of  a
taking by condemnation of only a portion of the improvements
or  land  area  of  the Leased Premises, and  provided,  the
portion remaining can with restoration or repair continue to
be  operated for the purposes utilized immediately prior  to
such  damage  or taking, and if the appraised value  of  the
Leased  Premises after such restoration or repair shall  not
have been reduced, and provided further, no event of default
exists  under  this  Agreement after the expiration  of  any
applicable cure periods and Lessee is diligently pursuing  a
course  of conduct reasonably designed to cure such default,
and the Lessee certified to Lessor their intention to remain
in  possession of the Leased Premises without any  abatement
or  adjustment of rental payments, the Lessor agrees to make
the  proceeds available to the restoration or repair of  the
improvements on the Leased Premises in accordance  with  the
provisions of paragraph 3 hereof.

                          ARTICLE XIV
                   MANDATORY PUT UPON DEFAULT

Should  Lessee  commit  an  event  of  Default  under   this
Agreement  or any Development Financing Document (after  the
expiration  of  any  applicable  notice  and  cure   period)
("Uncured Default"), Lessor shall have the following rights:

Upon  an  Uncured  Default,  or  damage  or  destruction  or
condemnation  of  the  Leased  Premises  not  addressed   by
paragraph  XIII  (4),  if  Lessor  elects  to  exercise  the
following option, Lessee shall purchase the Leased  Premises
from Lessor subject to the following terms and conditions:

A.    The  purchase  price at which Lessor  shall  sell  the
Leased  Premises  to Lessee, shall be the  total  amount  of
Initial  Disbursed Funds disbursed by Lessor to acquire  the
Leased  Premises  at  the Closing Date (as  defined  in  the
Commitment),  plus  the  total  amount  of  funds  disbursed
pursuant  to  this Agreement, plus all accrued interest  and
incurred  expenses  of  Lessor  fundable  pursuant  to  this
Agreement,  plus  all  reasonable costs  of  collection  and
enforcement of the terms hereof.

B.    At  such time as Lessor shall elect to sell the Leased
Premises,  Lessor shall give Lessee written  notice  of  its
intent to exercise its option to sell the Leased Premises to
Lessee, including in such notice Lessor's calculation of the
Purchase Price through the actual closing of the sale of the
Leased Premises to Lessee pursuant to the terms hereof  (the
"Sale Date"), which shall be sixty days from such notice  by
Lessor.  Lessee shall on or before the Sale Date deliver the
purchase  price  as set forth in subparagraph  (A)  of  this
Article  to  Lessor.   Upon such delivery,  which  shall  be
preceded  by  ten (10) days notice to Lessor,  Lessor  shall
deliver to Lessee a warranty deed and appropriate affidavits
evidencing  that  Lessor transfers the  Leased  Premises  to
Lessee   subject   to  restrictions,  easements   or   other
encumbrances upon title existing as of the date of delivery,
if  any,  except to the extent, if any, placed of record  or
caused  by Lessor.  The purchase price to be paid to  Lessor
shall be a net amount.  All expenses in connection with  the
transfer of the Leased Premises, including, but not  limited
to   appraisal   fees,  title  insurance,  recording   fees,
documentary stamps, conveyance tax, title evidence, and  all
other  closing  costs, shall be paid  by  the  Lessee.   The
purchase  price  shall be paid by Lessee in cash  to  Lessor
concurrently with the conveyance of the Leased  Premises  by
the  Lessor  to the Lessee.  If Lessor elects  to  sell  the
Leased Premises to Lessee pursuant to the terms hereof,  the
Leased  Premises  shall be conveyed by  the  Lessor  to  the
Lessee "As Is".

      If  Lessee shall fail to pay the Purchase Price on  or
before  the  Sale Date, Lessor may terminate the Lease,  and
sell  the  Leased  Premises to any  third  party  purchaser.
Lessor  may  then send Lessee notice of the  shortfall  (the
"Deficiency"),  if  any,  between  the  amount  of  the  net
proceeds  received  by Lessor in such sale,  and  the  total
amount  of  Initial Disbursed Funds disbursed by  Lessor  to
acquire  the Parcel at the Closing Date (as defined  in  the
Commitment),  plus  the  total  amount  of  funds  disbursed
pursuant  to  this Agreement, plus all accrued interest  and
incurred  expenses  of  Lessor  fundable  pursuant  to  this
Agreement,  plus  all  reasonable costs  of  collection  and
enforcement  of the terms hereof.  Lessee shall  immediately
upon  receipt of such notice of Deficiency remit the  amount
of the Deficiency in good funds to Lessor.

      Lessor's  rights under this Put shall  expire  on  the
Final Disbursement Date when the amendment to the Lease  has
been  executed  by all parties as set forth  in  Article  IX
hereof.

                           ARTICLE XV
             RENT, INTEREST, AND FINAL DISBURSEMENT

1.    Rent  shall  be  payable by Lessee and  calculated  as
follows, on the funds advanced by Lessor on the Closing Date
for  the purchase of the land and related closing costs (the
"Initial  Disbursed Funds"): Rent until and including  April
15th, 1999 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.  After
and  including  April 16th, 1999, 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  15th
through  April 30th) and be payable in advance on the  first
day of the month .

  On the Final Disbursement Date, absent an Uncured Default,
Rent  shall be adjusted as set forth in Article  IV  of  the
Lease   and   documented  by  the  First   Lease   Amendment
contemplated in Article IX hereof.

2.    Disbursed proceeds of the Development Financing  shall
accrue  interest  at  a rate of Eight and  One-Half  percent
(8.5%)  per  annum until April 15, 1999, and at  a  rate  of
Seven  percent (7%) from and including April 16, 1999  until
the Final Disbursement Date, and shall be paid out of pocket
by  Lessee, within 5 days after invoice from Lessor.  On the
Final Disbursement Date, Lessee shall be reimbursed for such
interest paid up to the amount of construction interest  set
forth  in  the attached Budget shown on Exhibit  C  attached
hereto.

3.    Upon  the  occurrence  of an event  of  default  which
remains  uncured  after the expiration of applicable  notice
and cure periods, or the Completion Date, disbursed proceeds
of the Development Financing shall accrue interest at a rate
of  Fifteen  Percent (15.0%) per annum, or the highest  rate
allowed  by law, whichever is less, and the rental  rate  on
the  Initial  Disbursed  funds  shall  increase  to  Fifteen
Percent  (15.0%)  per  annum, or  the  highest  rental  rate
allowed by law, whichever is less.

4.      On  the  Final  Disbursement Date, Lessee  shall  be
entitled to receive the Parcel Development Fee of  $5,800.



                          ARTICLE XVI
                     COUNTERPART EXECUTION

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, Lessee and Lessor have hereunto  caused
these  presents  to  be  executed on the  date  first  above
written.

                            RTM,  Inc.,  a  Georgia corporation

                            By: /s/ Philip G Skinner
                            Its:  Senior Vice President

                            By: /s/ Robert S Stallings
                            Its: V.P. Asst. Secretary


        [Lessor's Signature appears on following page.]

NET LEASE INCOME & GROWTH FUND 84-A LIMITED PARTNERSHIP

By: Net Lease Management 84-A, Inc.

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

AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

By: Net Lease Management 85-A, Inc.

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







Development Financing Agreement
Hudsonville, Michigan Arby's


                                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.