DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as of  this
8th  day of April, 2002, by and between Champps Entertainment  of
Texas, Inc. ("Lessee"), whose address is 5619 DTC Parkway,  Suite
1000, Englewood, CO. 80111, and AEI Income & Growth Fund 24  LLC,
a  Delaware limited liability company ("Lessor"), whose corporate
managing  member  is AEI Fund Management XXI, Inc.,  a  Minnesota
corporation, whose address is Suite 1300, 30 East Seventh Street,
Saint Paul, Minnesota 55101.


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

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

   Construction  of  an  approximately              square   foot
   building and improvements to be used as a Champps 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.

   3.   "Commitment"  shall mean Lessor's  Commitment  to  Lessee
   agreeing   to   provide   the  Development   Financing.   (The
   "Development  Financing  and Leasing Commitment"  dated  March
   22, 2002.)

   4.   "Completion Date" shall mean midnight, December 31, 2002,
   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 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  Three  Million Five Hundred Thousand Dollars  ($3,500,000)
   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,
   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.  "Escrowee"  shall  mean the nationally  recognized  title
   insurer,  or Lessor's in-house designee, to be Escrowee  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   design   and  supervise  construction   of   the
   Improvements.

   22.  "Rental Modification Date" shall mean a date one  hundred
   and eighty days (180) from the date hereof.

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

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

   25.  "Title"  shall  mean Lawyers Title Insurance  Corporation
   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 Escrowee  and
disbursed by Escrowee 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

    Lessee  agrees  to commence construction of the  Improvements
within  thirty (30) days from the date of this Agreement.   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  enforceability 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 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
therefore.   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
therefore; except, 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,  unless
Lessee shall deposit Owner Equity with the Escrowee 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  therefore, 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 TLTA  policy
of  title  insurance,  and prior to any  subsequent  request  for
Disbursement such TLTA 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, legal fees by Lessor's counsel and
all other reasonable attorney's fees (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 Project Architect  or  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.

                          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 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,  the  total  amount  of  unadvanced
proceeds of the Development Financing shall be sufficient, in the
commercially reasonable opinion of Lessor (the opinion of  Lessor
being based upon affidavit of the General Contractor, the Project
Architect,  the Inspecting Architect, or other reliable  licensed
third  party  contractor) 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
Lessor's  reasonable opinion, (based upon the  affidavit  as  set
forth  above)  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 immediately deposit
with the Lessor or with Title, as additional Lessee Equity funds,
an  amount  equal  to such deficiency and such additional  Lessee
Equity  funds  shall  be  disbursed  by  Escrowee  prior  to  the
Disbursement  of  any  further advance  or  advances  under  this
Agreement.

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.

                          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
Escrowee  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  Escrowee
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  Project  Architect, Lessee, Contractor, and if  required  by
Lessor, by the Inspecting Architect.  All interest accruing  need
not  be  disbursed  to  Escrowee,  but  may  be  immediately  and
automatically  credited  by Lessor to the  Development  Financing
account.   Escrowee 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 Escrowee
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 Escrowee
or  the  date  of  credit by Lessor provided that  in  the  event
Escrowee  shall  fail to disburse any advances  within  five  (5)
business  days  after the date set for an advance,  the  Escrowee
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  Escrowee and returned by Escrowee  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.   A Draw Request Certificate in the form attached hereto as
   Exhibit  "D"  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  Escrowee  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
Escrowee  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 Project Architect and the Inspecting Architect  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 Project Architect.

                           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 Project Architect  accepted  by  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,  Contractor and Project Architect, and  approved  by  the
Inspecting  Architect  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
Project  Architect  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 to the Lease shall be executed  by  Lessee  and
Lessor setting forth the date the first Lease Year 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  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
located  thereon,  or used or intended to be used  in  connection
therewith; 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, 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, appraisals, loan fees and
attorney's  fees  and costs and the like incurred  in  connection
with this Agreement.

                          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.



                          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 Mandatory 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 RENTAL MODIFICATION DATE

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 shall accrue in the amount of $10,095.83 per  month
absent  an uncured Default by Lessee; absent an uncured  Default,
accrued   rent   during  the  period  of  construction   of   the
Improvements  shall  not be payable until the Final  Disbursement
Date.    Upon  the occurrence of an uncured Default, all  accrued
rent shall be immediately due and payable.

    On  the Rental Modification Date, if not otherwise in default
hereunder,  Lessee shall begin paying Rent by the first  of  each
month (prorata for the balance of any partial month in which  the
Rental  Modification  Date occurs, payable with  the  first  such
adjusted  Rent payable on the first day of the first  full  month
following  the  Rental  Modification  Date)  in  the  amount   of
$10,095.83 OUT OF POCKET.  On the Final Disbursement Date, absent
an  Uncured Default, Rent shall be adjusted and documented by the
lease  amendment contemplated in Article IX hereof  and  paid  to
Lessor as described in Article F. of the Commitment.

    2.    Disbursed  proceeds of the Development Financing  shall
accrue interest at a rate of ten percent (10.0%) per annum, which
interest shall accrue unpaid unless advanced by Lessor to itself,
or  Lessee  shall default hereunder, which default  shall  remain
uncured  after the expiration of any applicable notice  and  cure
period.  However, one hundred and eighty days (180) from the date
hereof,  (the  "Rental Modification Date"),  Lessee  shall  begin
making monthly payments of subsequently accruing interest out  of
pocket  ("Out of Pocket Invoiced Interest") within 5  days  after
invoice from Lessor.

    3.   Upon the occurrence of an event of default which remains
uncured  after  the  expiration of  applicable  notice  and  cure
periods,  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.

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

                  Champps  Entertainment  of  Texas,
                  Inc., a Texas corporation


                  By:/s/ Armando C Lopez
                  Its: President

     [Lessor's Signature appears on following page.]





                               AEI INCOME & GROWTH FUND 24 LLC

                             By: AEI FUND MANAGEMENT XXI, INC.,
                                 a Minnesota corporation,
                                 Its corporate managing member


                             By:/s/ Robert P Johnson
                             Its:President





Houston, Texas Champps
Development Financing Agreement




                           EXHIBIT "A"

                        LEGAL DESCRIPTION

All that certain 1.538 acres of land, out of Camden Park at Royal
Oaks,  Sec.  3, according to the plat hereof recorded under  Film
Code  No. 470101, in the Map Records of Harris County, Texas,  in
the  Henry Woodruff Survey, A-844, follows:  (All bearings  based
on the Texas State Plane Coordinate System, South Central Zone).

BEGINNING  at a 5/8" iron rod found for the northeast  corner  of
said  Camden Park at Royal Oaks, Sec. 3, common to the  northwest
corner  of Westchase Subdivision, Section Eighteen, according  to
the  plat thereof recorded under Volume 291, Page 49, in the  Map
Records  of  Harris County, Texas, and common  to  the  northeast
corner  of  the herein described tract, in the south right-of-way
line of  Westheimer Road (120' R.O.W.);

THENCE S 02 30' 21" E 263.09', along the east line of said Camden
Park  at  Royal  Oaks, Sec. 3, common to the west  line  of  said
Westchase Subdivision, Section Eighteen, to a  " iron rod set for
the southeast corner of the herein described tract;

THENCE S 87 18' 52" W 254.63', departing said common line, to a P-
K  nail  set  in concrete for the southwest corner of the  herein
described tract;

THENCE  N  02  30'  21" W 263.09' to a "  iron rod  set  for  the
northwest corner of the herein described tract, in the north line
of  the aforesaid Camden Park at Royal Oaks, Sec. 3, in the south
right-of-way line of the aforesaid Westheimer Road, from which  a
" iron  rod found for the most northerly northwest corner of said
Camden  Park at Royal Oaks, Sec. 3, common to the east corner  of
Restricted  Reserve "B", Kirkwood Drive, Meadowglen  Lane,  Royal
Oaks Club Drive and Westpark Drive, according to the plat thereof
recorded under Film code No. 439077, in the Map Records of Harris
County, Texas, bears S 87 18' 52" W 496.39;

THENCE N 87 18' 52" E 254.63' along the north line of said Camden
Park  at  Royal Oaks, Sec. 3, common to the south  line  of  said
Westheimer  Road,  to  the  POINT  OF  BEGINNING  of  the  herein
described tract and containing 1.538 acres of land.






              CHAMPPS ENTERTAINMENT OF TEXAS, INC.
                         HOUSTON, TEXAS
                       PROJECT COST BUDGET
                        FEBRUARY 28, 2002


LAND AND HARD COSTS:
Land Acquisition Cost                                $1,200,000.00
Land Sitework                                           154,717.00

Building/General Construction                           964,154.00
CEI Construction Vendors                                424,550.00
Construction Contingency -11.0%                         159,727.00
                                                        -----------
SUBTOTAL HARD COSTS                                  $2,903,148.00

SOFT COSTS:
Architect/Engineer                                      288,000.00
Site Investigation/Survey                                21,500.00
Permits & Fees                                           60,000.00
Title Insurance & Closing Costs (Construction and S/L)   20,000.00
Attorney's Fees- AEI                                     10,000.00
COC Parcel Development Fee                               60,575.00
Development Interest                                     47,677.00
Appraisal                                                 3,500.00
AEI Site Inspection Fee                                   2,500.00
AEI Credit Report Fees (Promesa)                            600.00
AEI 2% Commitment Fee                                    70,000.00
Miscellaneous                                            12,500.00
                                                         ----------
SUBTOTAL SOFT COSTS                                  $  596,852.00
                                                     --------------
TOTAL PROJECT COST                                   $3,500,000.00