NET LEASE AGREEMENT


      THIS  LEASE,  made  and  entered into effective  as  of  14th  a
Minnesota  limited partnership, whose address is 1300 Minnesota  World
Trade  Center,  30  East  7th  Street,  Saint  Paul,  Minnesota  55101
("Lessor"),  and Aramark Educational Resources, Inc.,  dba  Children's
World Learning Centers, Inc., a Delaware corporation, whose address is
Attention:  Property Controller, Aramark Educational Resources,  Inc.,
573 Park Point Drive, Golden, Colorado  80401 ("Lessee");


WITNESSETH:

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

      WHEREAS,  Lessee constructed or caused the construction  of  the
building  and  improvements  (together the  "Building")  on  the  real
property described in Exhibit "A"; and

      WHEREAS, Lessee desires to sell said real property and  Building
together with any easements and other rights appurtenant thereto (said
real  property  and Building hereinafter referred to  as  the  "Leased
Premises"), to Lessor and simultaneously lease said real property  and
Building,  together  with any easements and other  rights  appurtenant
thereto,   back from Lessor upon the terms and conditions  hereinafter
provided;

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.     TERM

      (A)   The  term  of this Lease ("Term") shall  be  fifteen  (15)
consecutive "Lease Years", as hereinafter defined, commencing  on  the
effective date first written above ("Occupancy Date").

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

      (C)   A short form or memorandum of this Lease has been executed
for  recording  purposes in the form attached  as  Exhibit  B  hereto.
Termination  of  Lessee's  right  to possession  shall  be  conclusive
evidence  of termination of any option to renew, purchase, or  to  any
right  of  first  refusal, if any. Entry of a court order  terminating
Lessee's  right  of  possession shall be sufficient  evidence  of  the
termination of any rights established by such Memorandum of Lease, and
the  Memorandum  of Lease shall so state. Abandonment  of  the  Leased
Premises  by Lessee shall not be considered a termination of  Lessee's
right  to  possession  of  the  Leased Premises  if  Lessee  continues
maintenance of the Premises and payment of rent under the terms of the
Lease.

ARTICLE 3.     RESPONSIBILITY FOR IMPROVEMENTS

      (A)   Lessee represents, to the best of its knowledge, that  the
Building  and all other improvements to the land do materially  comply
with  the applicable laws, ordinances, rules, and regulations  of  all
state,  federal and local governments.  Knowledge of Lessee  shall  be
defined as and limited to the actual knowledge of John Rosen or  those
persons  immediately under his supervision, limited to Chris  Bardwell
and Leslie Armstrong.

     (B)   Opening for business in the Leased Premises by Lessee shall
constitute an acceptance of the Leased Premises "as is and  where  is"
and an acknowledgment by Lessee that the premises are in the condition
described  under  this Lease and that Lessee is  responsible  for  the
correction  or  repair of any defects or deficiencies  in  or  of  the
Premises  whether  in  existence as of  the  date  of  this  Lease  or
discovered  after  such date, including but not  limited  to  material
compliance with applicable laws, ordinances, rules and regulations  of
all state, federal, and local governments.

ARTICLE 4.     RENTAL PAYMENTS

      A.  Annual Rent Payable for the first through Fifth Lease Years:

           For  each  of the first five Lease Years, Lessee shall  pay
           to  Lessor  an  annual  rent of $144,112.50,  which  amount
           shall  be  payable in advance without demand on  the  first
           day  of  each  month  in  equal  monthly  installments   of
           $12,009.38  to Lessor. If the first day of the first  month
           of  the  Lease  Term  is not the first day  of  a  calendar
           month,  then  the monthly rental payable for  that  partial
           month  shall  be  a prorated portion of the  equal  monthly
           installment of rent.

      B.   Annual  Rent  Payable  for the Sixth  through  Tenth  Lease
           Years:

                The  Annual  Rent  payable for the Sixth  through  the
           Tenth  Lease Years shall be the same amount each  year  and
           shall be computed at the beginning of the sixth Lease  Year
           to  be an amount equal to the rent paid for the Fifth Lease
           Year,  increased by the lesser of ten percent (10%) of  the
           rent  for  the  Fifth  Lease Year, or two  hundred  percent
           (200%)  of the "CPI Increase", as defined below, times  the
           rent for the Fifth Lease Year.

                "CPI-U Increase" referred to above is defined  as  the
           percentage  increase, if any, in the Consumer  Price  Index
           ("CPI") for all Urban Consumers published by the Bureau  of
           Labor  Statistics of the United States Department of  Labor
           for  U.S.  City Average, All Items (1982-84=100)  from  the
           nearest date at four months prior to the effective date  of
           the  Lease  to  the nearest date four months prior  to  the
           last  day  of  the  Fifth  Lease  Year.  (For  purposes  of
           determining  this increase, the Consumer  Price  Index  for
           the  fourth month preceding the effective date of the Lease
           shall  be  compared to the CPI for the month that  is  four
           months prior to the end of the Fifth Lease Year.)

      C.   Annual  Rent  Payable  for the Eleventh  through  Fifteenth
           Lease Years:

                The  Annual Rent payable for the Eleventh through  the
           Fifteenth  Lease Years shall be the same amount  each  year
           and  shall  be  computed at the beginning of  the  Eleventh
           Lease  Year to be an amount equal to the rent paid for  the
           Tenth  Lease  Year, increased by the lesser of ten  percent
           (10%)  of the rent for the Tenth Lease Year, or two hundred
           percent  (200%)  of the "CPI Increase", as  defined  below,
           times the rent for the Tenth Lease Year.

                "CPI-U Increase" referred to above is defined  as  the
           percentage  increase, if any, in the Consumer  Price  Index
           ("CPI") for all Urban Consumers published by the Bureau  of
           Labor  Statistics of the United States Department of  Labor
           for  U.S.  City Average, All Items (1982-84=100)  from  the
           nearest  date  four months prior to the  last  day  of  the
           Fifth  Lease Year to the nearest date four months prior  to
           the last day of the Tenth Lease Year.

      D.   Annual  Rent  Payable for the Sixteenth  through  Twentieth
           Lease Years:

                The Annual Rent payable for the Sixteenth through  the
           Twentieth  Lease Years shall be the same amount  each  year
           and  shall  be  computed at the beginning of the  Sixteenth
           Lease  Year to be an amount equal to the rent paid for  the
           Fifteenth  Lease  Year, increased  by  the  lesser  of  ten
           percent (10%) of the rent for the Fifteenth Lease Year,  or
           two  hundred  percent  (200%) of  the  "CPI  Increase",  as
           defined  below,  times  the rent for  the  Fifteenth  Lease
           Year.

                "CPI-U Increase" referred to above is defined  as  the
           percentage  increase, if any, in the Consumer  Price  Index
           ("CPI") for all Urban Consumers published by the Bureau  of
           Labor  Statistics of the United States Department of  Labor
           for  U.S.  City Average, All Items (1982-84=100)  from  the
           nearest  date  four months prior to the  last  day  of  the
           Tenth  Lease Year to the nearest date four months prior  to
           the last day of the Fifteenth Lease Year.


      E.   Annual  Rent  Payable for the Twenty-First through  Twenty-
           Fifth Lease Years:

                The  Annual Rent payable for the Twenty-First  through
           the  Twenty-Fifth Lease Years shall be the same amount each
           year  and shall be computed at the beginning of the Twenty-
           First  Lease  Year to be an amount equal to the  rent  paid
           for  the  Twentieth Lease Year, increased by the lesser  of
           ten  percent  (10%)  of the rent for  the  Twentieth  Lease
           Year, or two hundred percent (200%) the "CPI Increase",  as
           defined  below,  times  the rent for  the  Twentieth  Lease
           Year.

           "CPI-U  Increase"  referred to  above  is  defined  as  the
           percentage  increase, if any, in the Consumer  Price  Index
           ("CPI") for all Urban Consumers published by the Bureau  of
           Labor  Statistics of the United States Department of  Labor
           for  U.S.  City Average, All Items (1982-84=100)  from  the
           nearest  date  four months prior to the  last  day  of  the
           Fifteenth Lease Year to the nearest date four months  prior
           to the last day of the Twentieth Lease Year.

      F.   Annual  Rent Payable for the Twenty-Sixth through Thirtieth
           Lease Years:

                The  Annual Rent payable for the Twenty-Sixth  through
           the  Thirtieth  Lease Years shall be the same  amount  each
           year  and shall be computed at the beginning of the Twenty-
           Sixth  Lease  Year to be an amount equal to the  rent  paid
           for  the  Twenty-Fifth Lease Year, increased by the  lesser
           of  ten  percent  (10%)  of the rent for  the  Twenty-Fifth
           Lease  Year,  or  two  hundred  percent  (200%)  the   "CPI
           Increase", as defined below, times the rent for the Twenty-
           Fifth Lease Year.

                "CPI-U Increase" referred to above is defined  as  the
           percentage  increase, if any, in the Consumer  Price  Index
           ("CPI") for all Urban Consumers published by the Bureau  of
           Labor  Statistics of the United States Department of  Labor
           for  U.S.  City Average, All Items (1982-84=100)  from  the
           nearest  date  four months prior to the  last  day  of  the
           Twentieth Lease Year to the nearest date four months  prior
           to the last day of the Twenty-Fifth Lease Year.

     G.    Overdue Payments.

                Lessee  shall pay interest on all overdue payments  of
           Rent  or  other monetary amounts due hereunder  at  a  rate
           equal  to  the prime rate (as announced by the Wall  Street
           Journal  newspaper)  plus two percent,  accruing  from  the
           date  such  Rental or other monetary amounts were  properly
           due and payable.


ARTICLE 5.     INSURANCE AND INDEMNITY

     (A)   Lessee shall, throughout the Term or Renewal Terms, if any,
of  this  Lease,  at  its own cost and expense, procure  and  maintain
insurance  which  covers the Leased Premises and improvements  against
fire,  wind, and storm damage (including flood insurance if the Leased
Premises is in a federally designated flood prone area) and such other
risks  as  may  be included in the broadest form of extended  coverage
insurance as may, from time to time, be available in amounts,  subject
to  commercially reasonable deductibles, sufficient to prevent  Lessor
or  Lessee  from  becoming  a  co-insurer  within  the  terms  of  the
applicable policies. In any event, the insurance coverage shall not be
less  than  one  hundred percent (100%) of the then  insurable  value.
Additionally,  replacement cost endorsements,  vandalism  endorsement,
malicious  mischief  endorsement, waiver of  subrogation  endorsement,
waiver  of  co-insurance  endorsement (if  available),  or  equivalent
coverage, shall be obtained.

      (B)   Lessee agrees to place and maintain throughout the Term or
Renewal Terms, if any, of this Lease, at Lessee's own expense,  public
liability  insurance  in  combination with  excess/umbrella  liability
insurance,  with  respect  to  Lessee's  use  and  occupancy  of  said
premises,  with initial limits of at least $5,000,000 combined  single
limit  for  bodily  injury  and property damage,  or  such  additional
amounts  subject  to  commercially reasonable deductibles,  as  Lessor
shall reasonably require from time to time.

      (C)    Lessee  agrees to notify Lessor in writing if  Lessee  is
unable to procure all or some part of the aforesaid insurance. In  the
event Lessee fails to provide all insurance required under this Lease,
Lessor  shall have the right, but not the obligation, to procure  such
insurance  on  Lessee's  behalf. Lessee will  then,  within  ten  (10)
business days from receiving written notice, pay Lessor the amount  of
the  premiums  due  or  paid, together with interest  thereon  at  the
current  prime rate plus two percent accruing from the  date  of  such
invoice  until paid, which amount shall be considered rent payable  by
Lessee in addition to the Rental defined at Article 4 hereof.

      (D)   All policies of insurance provided for or contemplated  by
this  Article shall include Lessor and Robert P. Johnson,  and  Lessee
and  any  mortgagee  as additional insured and loss  payee,  as  their
respective  interests may appear, and shall provide that the  policies
cannot  be  canceled,  terminated,  or  modified  in  a  manner   that
materially adversely affects the insurance required hereunder  without
thirty  (30)  days  written  notice to the  Lessor  from  Lessee.  All
insurance  companies must have an A.M. Best rating of "Very  Good"  or
better.  Lessee  has  provided Lessor  with  a  legible  copy  of  the
applicable  insurance  certificate(s) and  will  provide  Lessor  with
copies of any changes thereto and shall provide evidence no less  than
thirty  (30)  days  prior to the expiration, renewal  or  modification
thereof  by  current  Certificates of Insurance  to  be  delivered  in
accordance with this Article.

      (E)    Lessee shall defend, indemnify, and hold Lessor  harmless
against  any and all claims, damages, and lawsuits arising  after  the
Occupancy  Date  of  this Lease and any orders, decrees  or  judgments
which  may be entered therein, brought for damages or alleged  damages
resulting from any injury to person or property or from loss  of  life
sustained  in  or about the Leased Premises during the  Term  of  this
Lease,  and Lessee agrees to save Lessor harmless from, and  indemnify
Lessor  against,  any  and all injury, loss, or  damage,  of  whatever
nature,  to  any person or property caused by, or resulting  from  any
act,  omission, or negligence of Lessee or any employee  or  agent  of
Lessee  occurring  during the Term of this Lease. In addition,  Lessee
hereby  releases  Lessor from any and all liability for  any  loss  or
damage  caused  by  fire or any of the extended  coverage  casualties.
Lessor  agrees  to promptly notify Lessee of all loses or  claims  for
which it will seek indemnity from Lessee under this Agreement.  Lessor
agrees not to incur any cost or expense without the prior approval  of
Lessee, and to cooperate with Lessee in the investigation, defense and
settlement of all such claims.

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

ARTICLE 6.     TAXES, ASSESSMENTS AND UTILITIES

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

      (B)    Lessee  shall pay all real estate taxes, assessments  for
public  improvements or benefits, and other governmental  impositions,
duties, and charges of every kind and nature whatsoever which shall or
may,  during  the  term  of  this Lease,  be  charged,  laid,  levied,
assessed,  or imposed upon, or become a lien or liens upon the  Leased
Premises  or  any  part thereof or upon the rents  payable  hereunder,
except for taxes based solely upon the income of Lessor. Such payments
shall  be  considered as rent paid by Lessee in addition to  the  Rent
defined  at Article 4 hereof. Lessee shall be deemed to have  complied
with the foregoing covenant if payment is permitted without penalty or
interest,  or  before the same shall become  a lien  upon  the  Leased
Premises.  If  by  law any real estate taxes, assessments  for  public
improvements  or benefits, or other governmental impositions,  duties,
and  charges of every kind and nature whatsoever may at the option  of
the  taxpayer  be paid in installments (whether or not interest  shall
accrue  on the unpaid balance), Lessee may exercise the option to  pay
the  same  in  installments and shall pay such  installments  as  they
become  due during the term of this Lease. Lessee shall not be  liable
for  installments  which come due after the termination  date  of  the
Lease. If due to a change in the method of taxation, a franchise  tax,
rental tax, or income or profit tax shall be levied against Lessor  in
substitution  for  or  in  lieu  of  any  tax  which  would  otherwise
constitute  a real estate tax, such tax shall be deemed a real  estate
tax for the purposes herein and shall be paid by Lessee.

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

      (D)    Lessee shall have the right to contest or review by legal
proceedings  or  in  such  other manner as may  be  legal  (which,  if
instituted,  shall be conducted solely at Lessee's  own  expense)  any
tax,   assessment  for  public  improvements  or  benefits,  or  other
governmental imposition aforementioned, at any time until the property
is  subject to levy or execution. All such proceedings shall be  begun
as  soon as reasonably possible after the imposition or  assessment of
any contested items and shall be prosecuted to final adjudication with
reasonable  dispatch. In the event of any reduction, cancellation,  or
discharge, Lessee shall pay the amount that shall be finally levied or
assessed   against the Leased Premises or adjudicated to  be  due  and
payable,   and,  if  there  shall  be  any  refund  payable   by   the
governmental authority with respect thereto, Lessee shall be  entitled
to  receive and retain the same, subject, however, to apportionment as
provided during the first and last years of the term of this Lease.

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

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

ARTICLE 7.     ASSIGNMENT AND SUBLETTING

      So  long as Lessee shall remain fully liable for the performance
of  all  obligations  of any lessee under this Lease,  and  if  Lessee
provides  notice  and true and complete copies of all  assignments  or
sublet  agreements to Lessor, then Lessee may assign  or  sublet  this
Lease or the Premises without the prior permission of Lessor.

      Lessee  shall,  prior to the effective date thereof  deliver  to
Lessor  executed  counterparts  of  any  such  agreement  and  of  all
ancillary  agreements  with  the proposed assignee  or  sublessee,  as
applicable. Lessor shall have the right to require all rental  payable
to  Lessee  under any such subletting or assignment to be  payable  to
Lessor.

      Notwithstanding  the  foregoing, Lessee shall  have  the  right,
without  prior  consent  of  Lessor and without  compliance  with  the
documentation requirements set forth in this Article, to  license  the
use  of,  or  sublet, all or any portion the Leased  Premises  to  any
person  or  organization  for  community,  religious,  or  educational
meetings  or  other  similar purposes, during  non-business  hours  of
Lessee,  and all rentals or license fees payable to Lessee  under  any
such licenses or subleases shall be retained by Lessee.

ARTICLE 8.  REPAIRS AND MAINTENANCE

      (A)    Lessee covenants and agrees to keep and maintain in  good
order,  condition and repair the interior and exterior of  the  Leased
Premises during the term of the Lease, and further agrees that  Lessor
shall  be  under  no  obligation to make any repairs  or  perform  any
maintenance to  the Leased Premises. Lessee covenants and agrees  that
it shall be responsible for all repairs, alterations, replacements, or
maintenance  of the Leased Premises, including but without limitation,
interior  and  exterior  portions  of  all  doors,  door  checks   and
operators,   windows,  plate  glass,  plumbing,   water   and   sewage
facilities, fixtures, electrical equipment, interior walls,  ceilings,
signs, interior building appliances and similar equipment, heating and
air  conditioning equipment, and further agrees to replace any of said
equipment  when  necessary based upon reasonable  facility  management
practices.  Lessee further agrees to be responsible for,  at  its  own
expense,  snow removal, lawn maintenance, landscaping, maintenance  of
the  parking lot (including parking lines, seal coating, and  blacktop
surfacing), and other similar items.

     (B)   If after written notice and a 90 day cure period (except in
the  event of emergencies), Lessee refuses or neglects to commence  or
complete  repairs  promptly  and adequately,  Lessor  may  cause  such
repairs  to  be made, but shall not be required to do so,  and  Lessee
shall  pay  the  cost thereof to Lessor upon demand. It is  understood
that  Lessee shall pay all expenses and maintenance and repair  during
the  term  of this Lease. If Lessee is not then in default  hereunder,
Lessee  shall have the right to make repairs and improvements  to  the
Leased  Premises  without the consent of Lessor if  such  repairs  and
improvements   do  not  exceed  $50,000  provided  such   repairs   or
improvements  do  not affect the structural integrity  of  the  Leased
Premises.  Any  repairs  or  improvements  in  excess  of  $50,000  or
affecting the structural integrity of the Leased Premises may be  done
only with the prior written consent of Lessor, such consent not to  be
unreasonably  withheld. All alterations and additions  to  the  Leased
Premises  shall  be  made in accordance with all applicable  laws  and
shall remain for the benefit of Lessor. Lessee further agrees, in  the
event of making such alterations as herein provided, to indemnify  and
save  harmless  Lessor from all expense, liens, claims or  damages  to
either  persons or property or the Leased Premises arising out  of  or
resulting   from   the  undertaking  or  making   of   said   repairs,
improvements,  alterations or additions, or Lessee's failure  to  make
repairs required by the terms of this Lease.

ARTICLE 9.     COMPLIANCE WITH LAWS AND REGULATIONS

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

ARTICLE 10.    SIGNS

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

ARTICLE 11.    SUBORDINATION

      (A)    Lessor  reserves the right and privilege to  subject  and
subordinate  this Lease at all times to the lien of  any  mortgage  or
mortgages now or hereafter placed upon Lessor's interest in the Leased
Premises  and on the land and buildings of which said premises  are  a
part,  or  upon any buildings hereafter placed upon the land of  which
the Leased Premises are a part, and to any and all advances to be made
under  such  mortgages,  and all renewals, modifications,  extensions,
consolidations,  and replacements thereof, provided such  a  mortgagee
shall  execute a reasonably appropriate subordination, attornment  and
non-disturbance  agreement (which shall include  the  right  to  quiet
enjoyment).

      (B)    Lessee covenants and agrees to execute and deliver,  upon
demand,    such   further   reasonable   instrument   or   instruments
subordinating  this Lease on the foregoing basis to the  lien  of  any
such  mortgage  or  mortgages as shall be desired by  Lessor  and  any
mortgages or proposed mortgagees.

ARTICLE 12.    CONDEMNATION OR EMINENT DOMAIN

     (A)   If the whole of the Leased Premises are taken by any public
authority under the power of eminent domain, or by private purchase in
lieu  thereof, then this Lease shall automatically terminate upon  the
date possession is surrendered, and Rent shall be paid up to that day.
If  any part of the Leased Premises shall be taken so as to reduce the
licensed  capacity of the Premises as a daycare facility by more  than
10%,  then  Lessee  shall have the right to terminate  this  Lease  on
thirty  (30)  days notice to Lessor if given within ninety  (90)  days
after  the  date of such taking. In the event that this  Lease   shall
terminate or be terminated in accordance with this section,  the  Rent
shall,  if and as necessary, be paid up to the day that possession  of
the Leased Premises was surrendered.

     (B)   If any part of the Leased Premises shall be taken such that
it  does not reduce the licensed capacity of the facility by more than
10%,  then  Lessee shall, using proceeds of the award from the  taking
authority, restore the remaining portion of the Leased Premises to the
extent  necessary to render it satisfactory to Lessee  and  reasonably
suitable  for the purposes for which it was leased. Lessee shall  make
all repairs to the building in which the Leased Premises is located to
the   extent   necessary  to  constitute  the  building   a   complete
architectural unit, provided, however, that such work shall not exceed
the  scope  of the work required to originally construct the building.
Provided,  further, the cost thereof to Lessee shall  not  exceed  the
proceeds  of  its  condemnation award, all  to  be  done  without  any
adjustments  in rent to be paid by Lessee. Lessor agrees to  make  the
condemnation  proceeds available to Lessee for restoration  or  repair
pursuant to this section.

      Notwithstanding any provision in this Lease to the contrary,  if
any  award for any portion of the Premises appropriated or taken under
power  of eminent domain, or otherwise, which taking is deemed  to  be
temporary, Lessee shall, except as stated in the subsequent  sentence,
have  exclusive  and  full rights to any such award  based  upon  such
temporary  taking,  and  Lessor agrees to waive  any  right  for  such
temporary  taking.   If pursuant to this Lease Lessee  terminates  the
Lease, then in such event any award for temporary condemnation  for  a
period  of time after the termination shall belong to Lessor.   If  in
the  event  the temporary taking is for a period of time that  extends
after the end of the Term hereof, then Lessor shall be entitled  to  a
pro-rata amount of the temporary taking award based upon the amount of
time attributable to the period of time after the Term of the Lease.

     (C)   Subject to Article 12(B) above, all compensation awarded or
paid  upon  such total or partial taking of the Leased Premises  shall
belong  to and be the property of Lessor without any participation  by
Lessee,  whether  such damages shall be awarded  as  compensation  for
diminution  in  value to the leasehold or to the fee of  the  premises
herein leased. Nothing contained herein shall be construed to preclude
Lessee  from  prosecuting any claim directly  against  the  condemning
authority in such proceedings for loss of business, damage to or  cost
of  removal  of or for the value of stock, trade fixtures,  furniture,
and  other  personal property belonging to Lessee; provided,  however,
that  no  such  claim  shall  diminish or otherwise  adversely  affect
Lessor's award or the award of any fee mortgagee. If a separate  award
shall  be  made representing the difference between the value  of  the
leasehold  estate and the fair market value of a comparable  leasehold
estate, Lessee shall be entitled to the same; provided, however,  that
Lessor shall be under no obligation to pursue such award on behalf  of
Lessee

ARTICLE 13.    RIGHT TO INSPECT

      Lessor reserves the right to enter upon, inspect and examine the
Leased  Premises at any time during business hours, and Lessee  agrees
to  allow  Lessor  free  access  to the Leased Premises  to  show  the
premises  upon  a minimum of 48 hours prior notice to  Lessee.  Lessor
will  not enter into the Leased Premises for purposes of this  section
unless  accompanied  by  a representative of Lessee  and  Lessee  does
hereby  agree to provide such representative upon request  by  Lessor,
such request given not less than 48 hours in advance. Upon default  by
Lessee  or  at  any time within ninety (90) days of the expiration  or
termination of the Lease, Lessee agrees to allow Lessor to then  place
"For Sale" or "For Rent" signs on the Leased Premises.

ARTICLE 14.    USE OF LEASED PREMISES

     (A)   Lessee agrees and warrants that the Leased Premises will be
used  only for lawfully permitted uses which do not diminish the value
of the Leased Premises.

ARTICLE 15.    DESTRUCTION OF PREMISES

      (A)   If, during the term of this Lease, the Leased Premises are
totally  or  partially destroyed by fire or the  elements,  so  as  to
render  the premises wholly unfit for occupancy, or make it impossible
in  the opinion of a licensed third party arbitrator knowledgeable  in
the  child care business  reasonably acceptable to Lessee and  Lessor,
for  Lessee  to  conduct its business therein, then either  Lessor  or
Lessee  shall have the right to terminate this Lease from the date  of
such damage or destruction by giving written notice. The parties agree
to  use  reasonable promptness to obtain the opinion of such  licensed
third  party arbitrator. Upon the giving of such notice, Lessee  shall
immediately surrender the Leased Premises and all interest therein  to
Lessor,  and in case of any such termination, Lessor may re-enter  and
repossess the Leased Premises and may dispossess all parties  then  in
possession  thereof. If not otherwise terminated,  in  the  event  the
Leased  Premises  shall be repaired, restored, and rebuilt  by  Lessee
with  the  use of insurance proceeds (which Lessor shall cooperate  to
make  available),  but  otherwise at its own sole  cost  and  expense,
within  one  hundred  eighty (180) days from the date  of  destruction
(subject to force majuere as set forth in paragraph C hereof, then all
rents  payable by Lessee shall be abated during the period  of  repair
and  restoration  to  the extent Lessor shall be  compensated  by  the
proceeds of rents loss insurance. In no event shall Lessor be required
to  provide its own money for the repair or restoration of the  Leased
Premises other than the net proceeds of moneys received by it from any
insurance  policy  or policies covering such loss or  damages.  Lessee
shall be liable for repair of the Leased  Premises with all reasonable
speed, and the rents shall recommence on the date that the repairs are
completed. Lessee shall be under no obligation to so repair during the
last  five (5) years of the term of the Lease, or as extended, but  if
Lessee shall desire to rebuild during the last 12 months of the  Lease
term,  Lessor  will make insurance proceeds available to  rebuild  the
Leased  Premises  conditioned upon Lessee  then  exercising  its  next
renewal  option  under the Lease. Lessor will make insurance  proceeds
available to rebuild the Leased Premises in the event Lessee rebuilds,
except as stated above.

      (B)   If the damage does not, in the opinion of a licensed third
party  arbitrator reasonably acceptable to Lessee and Lessor,   render
the  Leased Premises unfit for occupancy, then Lessor agrees that  the
damage  shall  be repaired as soon as practicable and  in  that  case,
Lessee shall pay full rent during the repair period. All repairs shall
be  paid  for by Lessee out of any insurance proceeds received  (which
Lessor  shall  cooperate  to make available),  but  if  the  insurance
proceeds  are  insufficient to rebuild or repair the  Leased  Premises
according to the original plans  and specifications, whether repair or
restoration  is  commenced pursuant to paragraph A or B  hereof,  then
Lessee  agrees  to  pay all additional amounts that  are  required  to
rebuild  the  building  in  accordance with  the  original  plans  and
specifications. All improvements or betterments placed  by  Lessee  on
the  demised  premises shall, however, in any event, be  repaired  and
replaced  by  Lessee  at its own expense and not  at  the  expense  of
Lessor.  The  purpose of this Article is to require  Lessee  to  carry
insurance  coverage on the Leased Premises sufficient to  rebuild  the
improvements in the event  of damage or destruction. Lessee  shall  be
under  no  obligation to so rebuild during the last five (5) years  of
the  term, as extended, as the case may be, but if Lessee shall desire
to  rebuild  during the last 12 months of the Lease term, Lessor  will
make  insurance  proceeds  available to rebuild  the  Leased  Premises
conditioned upon Lessee then exercising its next renewal option  under
the  Lease.  Lessor will make insurance proceeds available to  rebuild
the  Leased  Premises in the event Lessee rebuilds, except  as  stated
above.

      Risk  that  the  insurance company shall be insolvent  or  shall
refuse to make insurance proceeds available shall be with Lessee.  The
Leased  Premises shall be so restored or rebuilt so as  to  be  of  at
least  equal  value and substantially the same character as  prior  to
such  damage or destruction. If the insurance proceeds are  less  than
$100,000 they shall be paid to Lessee for such repair and restoration.
If  the insurance proceeds are greater than or equal to $100,000  they
shall  be deposited by Lessee and Lessor into a customary construction
escrow  at  a  nationally recognized title insurance  company,  or  at
Lessee's  option, with Lessor ("Escrowee") and shall be made available
from  time  to  time  to Lessee for such repair and restoration.  Such
proceeds  shall  be  disbursed  in  conformity  with  the  terms   and
conditions  of a commercially reasonable construction loan  agreement.
Lessee  shall, in either instance, deliver to Lessor or  Escrowee  (as
the  case  may  be)  satisfactory evidence of the  estimated  cost  of
completion  together  with such architect's certificates,  waivers  of
lien, contractor's sworn statements and other evidence of cost and  of
payments as the Lessor or Escrowee may reasonably require and approve.
If the estimated cost of the work exceeds One Hundred Thousand Dollars
($100,000),  all  plans  and specifications  for  such  rebuilding  or
restoration shall be subject to the reasonable approval of Lessor.

      (C)   Lessee shall comply with the time period stated above  for
restoration  of  the  Leased Premises as set forth  in  this  Article;
provided,  however, that said period of time shall be extended  for  a
period  or  periods of time equal to any period or  periods  of  delay
caused  by  strikes, lockouts, fire, or other casualty, the  elements,
acts   of  God,  delay  by  or  refusal  or  failure  of  governmental
authorities  to  grant  necessary  permits  and  approvals   for   the
reconstruction  of  the  Leased  Premises  (Lessee  agreeing  to   use
reasonable diligence to procure the same), or other causes other  than
financial,  beyond  Lessee's  reasonable  control  or  the  reasonable
control of Lessee's contractor.


ARTICLE 16.    ACTS OF DEFAULT

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

                1.     Failure  to  pay  the  Rent,  or  any  monetary
           obligation  herein reserved, (and to be  considered  to  be
           rent  for  the purposes of this Lease) or any part thereof,
           within  five  (5) business days after written  notice  from
           Lessor  that  the same shall be due and payable.  Provided,
           however,  that  interest and penalties for failure  to  pay
           rent  when  due shall accrue from the first date such  rent
           was due and payable.

               2.     Failure to do, observe, keep and perform any  of
           the  material  non-monetary terms,  covenants,  conditions,
           agreements  and  provisions  in  this  Lease  to  be  done,
           observed,  kept  and  performed by Lessee  within  30  days
           after   written  notice  of  such  default  (or  within   a
           reasonable  time thereafter if the default is incapable  of
           cure  within  30 days and Lessee is diligently  pursuing  a
           reasonable course of action to cure such default.

               3.     The  abandonment (defined herein as the  leaving
           of   the  Leased  Premises  without  paying  rent,  without
           maintaining  and  without the intent of returning)  of  the
           Premises  by  Lessee,  the  adjudication  of  Lessee  as  a
           bankrupt, the making by Lessee of a general assignment  for
           the  benefit  of creditors, the taking by  Lessee   of  the
           benefit of any insolvency act or law, the appointment of  a
           permanent  receiver  or  trustee in bankruptcy  for  Lessee
           property, or the appointment of a temporary receiver  which
           is  not  vacated  or set aside within sixty (60) days  from
           the date of such appointment.

ARTICLE 17.    TERMINATION FOR DEFAULT

      In  the  event of any uncured default by Lessee and at any  time
thereafter, Lessor may serve a written notice upon Lessee that  Lessor
elects  to  terminate this Lease upon a specified date not  less  than
thirty (30) days after the date of serving such notice of termination,
and  this  Lease  shall  then  terminate on  the  date  so  specified,
provided,  however,  that Lessee shall have continuing  liability  for
future  rents for the remainder of the original term and any exercised
renewal  term as set forth in Article 19, notwithstanding any  earlier
termination of the Lease hereunder, preserving unto Lessor the benefit
of its bargained-for rental payments.

ARTICLE 18.    LESSOR'S RIGHT OF RE-ENTRY

      In  the  event  that  this Lease shall be terminated  as  herein
provided, or by summary proceedings or otherwise, or in the  event  of
an  uncured  default  hereunder by Lessee, or in the  event  that  the
premises  or any part thereof, shall be abandoned by Lessee,  (subject
to  rights  to cure as provided in Article 16) Lessor or  its  agents,
servants   or  representatives,  may  immediately  or  at   any   time
thereafter, re-enter and resume possession of the premises or any part
thereof,  and remove all persons and property therefrom, in accordance
with  local  law  either by summary dispossess  proceedings  or  by  a
suitable  action or proceeding at law, without being  liable  for  any
damages therefor.



ARTICLE 19.    LESSEE'S CONTINUING LIABILITY

      (A)    Should Lessor elect to re-enter as provided in this Lease
or should it take possession pursuant to legal proceedings or pursuant
to  any  notice provided for by law, it may either (i) terminate  this
Lease  or  (ii)  it  may  from time to time, without  terminating  the
contractual  obligation of Lessee to pay Rent under this  Lease,  make
such  commercially  reasonable  alterations  and  repairs  as  may  be
necessary  to relet the Leased Premises or any part thereof  for  such
Term  or  Renewal  Terms, at such commercially  reasonable  rental  or
rentals,  and  upon  such  other  commercially  reasonable  terms  and
conditions as Lessor in its sole discretion may deem advisable.

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

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

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

               3.     Third, to  the  payment  of  rent due and unpaid
           hereunder;

               4.     The residue, if any, shall be held by Lessor and
           applied  in  payment of future rent as the same may  become
           due  and  payable hereunder. Then any residue will be  used
           first to reimburse Lessor (or Lessee if previously paid  by
           Lessee  for  costs and expenses per Article  19(B)2  above)
           for  such  costs  and expenses incurred per Article  19(B)2
           above  until  repaid,  then any excess  shall  remain  with
           Lessor.

     If such rentals received from such reletting during any month are
less  than  that  to  be paid during that month by  Lessee  hereunder,
Lessee shall pay any such deficiency to Lessor. Such deficiency  shall
be  calculated and paid monthly. No such re-entry or taking possession
of such Leased Premises by Lessor shall be construed as an election on
its  part  to  terminate this Lease unless a written  notice  of  such
intention be given to Lessee.

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

     (D)   In addition to any other remedies Lessor may have with this
Article 19, Lessor may recover from Lessee all damages it may incur by
reason  of  any breach, including the cost of recovering and reletting
the  Leased  Premises, reasonable attorney's fees, and  including  the
present value (discounted at a rate of 8% per annum) of the excess  of
the  amount  of rent and charges equivalent to rent reserved  in  this
Lease  for  the remainder of the Term over the then reasonable  rental
value  of  the  Leased  Premises (or the actual  rents  receivable  by
Lessor,  if relet) for the remainder of the Term, all of which amounts
shall be immediately due and payable from Lessee to Lessor in full. In
determining  the  rent  which would be payable  by  Lessee  hereunder,
subsequent to default, the total Rental for each year of the unexpired
Term  shall be equal to the average total Rental that would be payable
by  Lessee as set forth in Article 4 above. In the event that the rent
obtained  from such alternative or substitute tenant is more than  the
rent  which  Lessee is obligated to pay under this  Lease,  then  such
excess shall be paid to Lessor provided that Lessor shall credit  such
excess  against  the  outstanding obligations of Lessee  due  pursuant
hereto, if any.

      (E)    Lessor  will use its reasonable efforts to  mitigate  its
damages, but Lessor shall have absolutely no obligation to expend  any
moneys in the way of tenant inducements or in the refurbishment of the
Leased  Premises  for  any use other than that for  which  the  Leased
Premises  were being used by Lessee. It is the object and  purpose  of
this  Article 19 that Lessor shall be kept whole and shall  suffer  no
damage by way of non-payment of rent or by way of diminution in  rent,
except  as  provided in subsection (D) above. Lessee waives  and  will
waive  all  rights  to  trial by jury in any  summary  proceedings  to
recover  possession  of  the Leased Premises which  may  hereafter  be
instituted by Lessor.

ARTICLE 20.    PERSONALTY, FIXTURES AND EQUIPMENT

      (A)    All  building fixtures, building machinery, and  building
equipment used in connection with the operation of the Leased Premises
including,   but  not  limited  to,  heating,  lighting,  ventilating,
plumbing,   walk-in   refrigerators,   walk-in   freezers,   and   air
conditioning  systems  shall  be the property  of  Lessor.  All  trade
fixtures  and  all  other fixtures and articles of  personal  property
owned by Lessee shall remain the property of Lessee.

      (B)    Lessee  shall furnish and pay for any and all  equipment,
furniture, trade fixtures, and signs, except for such items,  if  any,
described  in  Article  20(A) above. Lessor  agrees  that  it  has  no
interest in the personal property of Lessee.

     (C)   At the end of the term of this Lease, all personal property
and  trade fixtures of Lessee may be removed from the Leased  Premises
by  Lessee,  however, removal of such fixtures may proceed only  after
five  (5) business days prior written notice to Lessor of the time  of
such   removal  and  notice  of  the  identification  of  the  parties
performing such removal. All damage to the Leased Premises  which  may
be  caused by the removal of such property shall be promptly paid  for
by Lessee.

ARTICLE 21.         LIENS

      Lessee  shall  not do or cause anything to be done  whereby  the
Leased  Premises may be encumbered by any mechanic's or  other  liens.
Whenever  and  as  often as any mechanic's or   other  lien  is  filed
against  said Leased Premises purporting to be for labor or  materials
furnished  or to be furnished to Lessee, within thirty (30) days  from
the  date  of  the filing of said mechanic's or other  lien  (or  such
earlier period if required by law prevent default or attachment of the
lien)  and delivery of notice thereof to Lessee of Lessee's obligation
under this Lease, Lessee shall remove the lien of record by payment or
by  bonding  with  a surety company authorized to do business  in  the
state  in  which the property is located, or other security reasonably
acceptable to Lessor.  Should Lessee fail to take the foregoing  steps
within  said thirty (30) day period, then Lessor shall have the right,
among  other  things,  to  pay said lien without  inquiring  into  the
validity thereof, and Lessee shall forthwith reimburse Lessor for  the
total  expense  incurred by it in discharging said lien as  additional
rent hereunder, subject to notice to Lessee and a 10 business day cure
period.

ARTICLE 22.    NO WAIVER BY LESSOR EXCEPT IN WRITING

      No  agreement  to accept a surrender of the Leased  Premises  or
termination of this Lease shall be valid unless in writing  signed  by
Lessor.   The  delivery of keys to any employee of Lessor or  Lessor's
agents shall not operate as a termination of the  Lease or a surrender
of  the  premises. The failure of Lessor to seek redress for violation
of,  any rule or regulation, shall not prevent a subsequent act, which
would  have  originally constituted a violation, from having  all  the
force  and  effect of an original violation. No payment by  Lessee  or
receipt  by Lessor of a lesser amount than  the rent herein stipulated
shall be deemed to be other than on account of the earliest stipulated
rent,  nor  shall any endorsement or statement on any  check  nor  any
letter  accompanying any check or payment as rent be deemed an  accord
and  satisfaction, and Lessor may accept such check or payment without
prejudice  to  Lessor's right to recover the balance of such  rent  or
pursue  any other remedy provided in  this Lease. This Lease  contains
the  entire agreement between the parties, and any executory agreement
hereafter  made shall be ineffective to change, modify or discharge it
in whole or in part unless such executory agreement is in  writing and
signed   by  the  party  against  whom  enforcement  of   the  change,
modification or discharge is sought.

ARTICLE 23.    QUIET ENJOYMENT

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

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

      The  non-prevailing  party  agrees  to  pay  and  discharge  all
reasonable costs, attorneys' fees and expenses that shall be  incurred
by  the  prevailing party in enforcing the covenants,  conditions  and
terms of this Lease or defending against an alleged breach.

ARTICLE 25.    ESTOPPEL CERTIFICATES

      Either party to this Lease will, at any time from time to  time,
upon  not less than ten (10) business days prior request by the  other
party,  execute,  acknowledge and deliver to the  requesting  party  a
statement in writing, executed by an executive officer of such  party,
certifying  (a)  that this Lease is unmodified (or  if  modified  then
disclosure of such modification shall be made); (b) that this Lease is
in  full  force and effect; (c) that the date to which  the  rent  and
other  charges  have been paid; and (d) that to the knowledge  of  the
signer  of such certificate the other party is not in default  in  the
performance of any covenant, agreement or condition contained in  this
Lease,  or  if a default does exist, specifying each such  default  of
which  the  signer may have knowledge. It is intended  that  any  such
statement delivered pursuant to this Article may be relied upon by any
prospective  purchaser  or mortgagee of the  Leased  Premises  or  any
assignee of such mortgagee or a purchaser of the leasehold estate.


ARTICLE 26.    FINANCIAL STATEMENTS

      Lessee  will, within ninety (90) days after the end of  Lessee's
fiscal  year  during  the term of this Lease, furnish  to  the  Lessor
financial  statements  of the Lessee ("Financial  Statements")  and  a
statement setting forth the amount of annual Net Revenues (hereinafter
defined)  of  the  Lessee's business conducted on the  Premises  ("Net
Revenue  Statement"). The Financial Statements shall be certified,  as
true and correct in all material respects, by an officer of Lessee  or
if  Financial  Statements  are prepared by  an  independent  certified
public accountant then such accountant's report shall be provided  and
such  report  shall be prepared in conformity with generally  accepted
accounting principals with accountant's opinion and footnotes included
therein.  The  Financial  Statements shall include  a  balance  sheet,
related statement of income and statement of cash flows.  For purposes
of  this Article, "Net Revenues" shall include all amounts received by
Lessee  in  cash  and  in  credit (regardless of  whether  payment  is
actually  collected) from all sales of merchandise and  services,  and
income  from  all other sources of business conducted  on  or  in  the
Premises, excluding the following:

     a.   All ancillary income generated from miscellaneous sales of goods
       or services by Lessee at the Premises;

     b.   Refunds, promotional discounts, credits made to customers for
       absences, actual bad debt expenses, and provisions for doubtful
       accounts, the amount of which has been previously included in gross
       sales;

     c.   Employee and other standard industry discounts, such as family,
       corporate and welfare discounts; and

     d.   Any amounts received by Lessee as grantee of any award or grant
       funded under any program sponsored by any local, state, federal or
       private agency or organization.


      AEI  acknowledges  and  agrees that the Net  Revenue  Statements
provided  by  Lessee  hereunder  are  unaudited.  Further,  AEI  shall
indemnify and hold Lessee and its parent company, and their respective
officers,   directors,   and  shareholders  ("Indemnified   Parties"),
harmless  from and against any claims, damages, causes of  action,  or
expense of whatever nature, including attorneys fees, incurred by  the
Indemnified  Parties arising out of any disclosure of the Net  Revenue
Statements  of Lessee to any investor in any AEI fund or  property  or
any  of  their  respective  advisors or professional  consultants,  or
others to whom AEI may provide such Revenue Statements.

ARTICLE 27.    MORTGAGE

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

ARTICLE 28.    OPTION TO RENEW

      If  this Lease is not previously canceled or terminated  and  if
Lessee  is  not then in material default hereunder, then Lessee  shall
have  three  (3) separate individual options to renew this Lease  upon
the  same  conditions and covenants contained in this Lease for  three
separate  individual (3) consecutive periods of five  (5)  years  each
(singularly "Renewal Term").

      The  first Renewal Term would commence on the date the  original
Term  expires and successive Renewal Terms would commence on the  last
day  of  the  then  expiring Renewal Term. Lessee must  give  90  days
written  notice to Lessor of its intent to exercise this option  prior
to  the  expiration of the original Term of this Lease or any  Renewal
Term, as the case may be.

      The  rent  during the Renewal Term or Terms shall increase  each
Fifth Lease Year of the Renewal Term at the same rate as set forth  in
Article 4 above.

ARTICLE 29.    MISCELLANEOUS PROVISIONS

      (A)   All written notices shall be given by certified mail or  a
nationally recognized overnight or express courier. Notices to  Lessor
shall  be addressed to the person and address given on the first  page
hereof.  Lessor  and  Lessee  may, from time  to  time,  change  these
addresses by notifying each other of this change in writing.

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

      (C)    This  Lease shall be governed by and construed under  the
laws of the State where the premises are situated.

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

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

      (F)    In the event Lessee remains in possession of the premises
herein  leased  after  the expiration of this Lease  and  without  the
execution  of  a  new lease, it shall be deemed to be  occupying  said
premises  as  a  tenant  from  month-to-month,  subject  to  all   the
conditions, provisions, and obligations of this Lease insofar  as  the
same  can  be applicable to a month-to-month tenancy except  that  the
monthly  installment of Rental shall be increased 25% from the  amount
due on the last month prior to such expiration.

      (G)    If  any  installment of rent (whether lump  sum,  monthly
installments, or any other monetary amounts required by this Lease  to
be paid by Lessee and deemed to constitute Rental hereunder) shall not
be paid within 10 days when due, Lessor shall have the right to charge
Lessee a late charge of $250 per month for unpaid rent for each  month
that  any amount of rent installment remains unpaid. Said late  charge
shall  commence after such installment is due and continue until  said
installment, interest and all accrued late charges are paid in full.

      (H)    Any part of the Leased Premises may be conveyed by Lessor
for  private  easement  purposes at any  time  provided  Lessee  gives
written  consent  to  such private easement. In  the  event  that  the
private  easement  affects  or is related to  the  playground  or  the
building  on  the  Leased  Premises,  then  Lessee's  consent  may  be
arbitrarily withheld in Lessee's sole and absolute discretion. If  the
private  easement does not affect the playground or  building  on  the
Leased  Premises,  then  Lessee's  consent  may  not  be  commercially
unreasonably  withheld.  In such event that any  part  of  the  Leased
Premises  are so conveyed, Lessor shall, at its own cost and  expense,
restore  the  remaining portion of the Leased Premises to  the  extent
necessary to render it reasonably suitable for the purposes for  which
it  was leased, all to be done without adjustments in rent to be  paid
by  Lessee.  All  proceeds from any conveyance of a  private  easement
shall belong solely to Lessor.

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

ARTICLE 30.    REMEDIES

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

ARTICLE 31.    HAZARDOUS MATERIALS INDEMNITY

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

     (a)   any breach of these representations and warranties, and

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

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

together  with all reasonable attorneys' fees, costs and disbursements
incurred  in connection with the defense of any action against  Lessor
arising  out  of  the  above.  These  covenants,  representations  and
warranties  shall be deemed continuing covenants, representations  and
warranties  for the benefit of Lessor, and any successors and  assigns
of  Lessor and shall survive expiration or sooner termination of  this
Lease.  The  amount of all such indemnified loss, damage,  expense  or
cost, shall bear interest thereon at the rate of interest equal to the
rate  changed  on  overdue payment in Section 4(G)  and  shall  become
immediately  due  and  payable  in  full  on  demand  of  Lessor,  its
successors and assigns.

ARTICLE 32.    ESCROWS

      If  Lessee has defaulted in payment of any taxes, or  if  Lessee
shall  be  in  default under any of the items of  this  Lease,  or  if
Lessor's Mortgagee shall require Lessor to escrow the amount  of  real
estate  taxes or assessments on a monthly basis, then in either event,
at  Lessor's  option,  Lessee  shall  deposit  with  an  escrow  agent
reasonably  acceptable to Lessor and Lessee on the first day  of  each
and every month thereafter, an amount equal to one-twelfth (1/12th) of
the estimated annual real estate taxes, assessments ("Charges") due on
the  Leased  Premises. From time to time out of such  deposits  Lessor
will, upon the presentation to Lessor by Lessee of the bills therefor,
pay the Charges or will upon presentation of receipted bills therefor,
reimburse  Lessee for such payments made by Lessee. In the  event  the
deposits  on hand shall not be sufficient to pay all of the  estimated
Charges when the same shall become due from time to time or the  prior
payments  shall be less than the currently estimated monthly  amounts,
then Lessee shall pay to Lessor on demand any amount necessary to make
up  the  deficiency. The excess of any such deposits shall be credited
to  subsequent payments to be made for such items. If a default or  an
event  of  default shall occur under the terms of this  Lease,  Lessor
may, at its option, without being required so to do, apply any Deposit
on  hand  to cure the default, in such order and manner as Lessor  may
elect.

ARTICLE 33.    NET LEASE

      Notwithstanding anything contained herein to the contrary it  is
the  intent of the parties hereto that this Lease shall be a net lease
and  that  the rent defined pursuant to Paragraph 4 should  be  a  net
rent  paid  to  Lessor. Any and all other expenses including  but  not
limited  to,  maintenance, repair, insurance, taxes, and  assessments,
shall be paid by Lessee.

ARTICLE 34.    RIGHT TO SUBSTITUTION

      If  Lessee  determines  that  it is economically  unfeasible  to
continue  operations in or at the Leased Premises, Lessee may exchange
the  Leased  Premises  for  another of  like  kind,  value,  size  and
demographic location acceptable to Lessor. If Lessor elects to  accept
a  replacement property in exchange for the Leased Premises  owned  by
Lessor,  Lessee  shall  provide a replacement property  of  comparable
size,  cost, location and ownership interest in a Section 1031  "like-
kind" exchange and shall lease the replacement Premises from Lessor on
identical  terms  as  contained in the lease for the  original  Leased
Premises.  All  costs associated with making such exchange,  including
the   provision  of  surveys,  title,  environmental  and  all   other
documentation normally required or obtained by Lessor, shall  be  paid
by Lessee.

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

LESSEE:                       ARAMARK  EDUCATIONAL  RESOURCES,
                              INC.,   dba  CHILDREN'S  WORLD  LEARNING
                              CENTERS, INC., a Delaware corporation

                              By: /s/ John Rosen

                              Its:  Executive Vice President



STATE OF CO        )
                    )SS.
COUNTY OF JEFFERSON)

The  foregoing instrument was acknowledged before me this 13th day  of
June,  2002, by John Rosen, the  Executive Vice President  of  ARAMARK
EDUCATIONAL  RESOURCES, INC., dba Children's World  Learning  Centers,
Inc., a Delaware corporation, on behalf of said corporation.

/s/ Chris Bardwell                      [notary seal]
     Notary Public



LESSOR:                          AEI INCOME & GROWTH FUND XXI LIMITED
                                 PARTNERSHIP

                                 By: AEI Fund Management XXI, Inc.,
                                     its corporate general partner

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


STATE OF MINNESOTA   )
                             )SS.
COUNTY OF RAMSEY     )

      The foregoing instrument was acknowledged before me the 12th day
of  June, 2002, by Robert P. Johnson, President of AEI Fund Management
XXI,  Inc.,  as corporate general partner of AEI Income & Growth  Fund
XXI Limited Partnership, on behalf of said limited partnership.

/s/ Barbara J Kochevar                  [notary seal]
     Notary Public



                               EXHIBIT A
                                  TO
                            LEASE AGREEMENT




Lot 1 of CWLC Ries Subdivision Plat recorded in Plat Book 345 page 692
of the St. Louis County in the state of Missouri Records.