NET LEASE AGREEMENT


     THIS LEASE, made and entered into effective as of  this 18th
day  of November, 1998, by and between AEI REAL ESTATE FUND XVIII
LIMITED  PARTNERSHIP,  a  Minnesota  limited  partnership   whose
corporate general partner is AEI Fund Management XVIII,  Inc.,  a
Minnesota  corporation,  whose address is  1300  Minnesota  World
Trade  Center, 30 East Seventh Street, St. Paul, Minnesota  55101
("Lessor"), and Sergio Gonzalez, whose business address  is  2011
Nolana, McAllen, Tx. 78504 Texas  ("Lessee");

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at 54 South Expressway and Boca
Chica  Boulevard,  Brownsville, Texas and  legally  described  in
Exhibit "A", which is attached hereto and incorporated herein  by
reference; and

      WHEREAS, Lessee desires to lease the real property and  the
building  and improvements (together the "Building") on the  real
property  described  in  Exhibit "A",  (said  real  property  and
Building hereinafter referred to as the "Leased Premises"),  from
Lessor upon the terms and conditions hereinafter provided;

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.  TERM

      (A)   The  term of this Lease ("Term") shall be  two  Lease
Years plus the period from the effective date hereof through  the
end  of  the month of November, commencing on the effective  date
first listed above, ("Occupancy Date").

    (B)  The first "Lease Year" of the Term shall be for a period
ending November 30, 1999.  The term "Lease Year" after the  first
Lease  Year shall be a successive period of twelve (l2)  calendar
months.


ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

    (A)  Lessee warrants and agrees that it is leasing the Leased
Premises  (and any Personalty as set forth in Article 20  herein)
as is, where is, without any warranty whatsoever, and said leased
Personalty,  and  any  and all other improvements  to  the  land,
including the parking lot, approaches, and service areas, will be
maintained in accordance with, and if and when improved by or  on
behalf of Lessee, will be constructed in all material respects by
Lessee   in  accordance  with,  applicable  law,  ordinance,   or
regulation,  and according to plans and specifications  submitted
to Lessor for its prior reasonable approval, such approval not to
be unreasonably withheld or delayed, provided Lessee demonstrates
adequate security for the full and complete lien free payment  of
construction costs in connection therewith.  While otherwise also
set forth in this Lease, it is herein again acknowledged that any
structural improvements or HVAC added by Lessee shall become  the
property of Lessor at the termination of this Lease.

    (B)   Lessee agrees to pay, if not already paid in full,  for
all  architectural  fees  and actual construction  costs,  to  be
incurred  in the future, which shall include, but not be  limited
to,  plans  and specifications, general construction,  carpentry,
electrical,  plumbing,  heating, ventilating,  air  conditioning,
decorating,  equipment installation, outside  lighting,  curbing,
landscaping,  blacktopping, electrical sign hookup,  conduit  and
wiring from building, fencing, and parking curbs, builder's  risk
insurance  (naming Lessor, Lessee, and contractor as co-insured),
and  all  construction bonds for improvements made by or  at  the
direction  of  Lessee, to the extent incurred  or  authorized  by
Lessee.

         Lessee agrees that no improvements shall commence on the
Leased  Premises  unless  and until Lessee  has  demonstrated  to
Lessor's reasonable satisfaction that Lessee has sufficient funds
available  to  complete  and  pay in full  for  any  contemplated
improvements, and Lessor has received copies of all contracts for
the  construction of such improvements, including  any  financing
thereof.   In the payment for any such improvements,  Lessor  may
require  that Lessee shall follow commercially reasonable  escrow
disbursement  procedures  to protect  Lessor's  interest  in  the
Leased Premises from liens and encumbrances, and Lessor shall  be
a third party beneficiary to such disbursement procedures.

    (C)   Opening for business in the Leased Premises  by  Lessee
shall  constitute  an acceptance of the Leased  Premises  and  an
acknowledgment by Lessee that the Leased Premises and  Personalty
are in the condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

    (A)  Lessee shall pay $100 per month for the first full month
of occupancy and $100 per month pro-rata for the partial month of
occupancy  during  the  month of November.   Thereafter  for  the
balance  of the first Lease Year and for the entire Second  Lease
Year,  Lessee shall pay $3,100 per month on or before  the  first
day of each month.



   (B)  Overdue Payments.

    Lessee shall pay interest on all overdue payments of Rent  or
other monetary amounts due hereunder at the rate of the lesser of
eighteen  percent (18%) per annum or the highest rate allowed  by
law  accruing  from the date such Rent 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  (including
earthquake  insurance, if the Leased Premises  is  located  in  a
federally  designated earthquake zone or  in  an  ISO  high  risk
earthquake  zone)  as  may be included in the  broadest  form  of
extended  coverage  insurance as  may,  from  time  to  time,  be
available in amounts sufficient to prevent Lessor or Lessee  from
becoming   a  co-insurer  within  the  terms  of  the  applicable
policies.  In any event, the insurance shall not be less than one
hundred   percent   (100%)   of   the   then   insurable   value.
Additionally,  replacement  cost  endorsements,  inflation  guard
endorsements,    vandalism   endorsement,   malicious    mischief
endorsement,  waiver of subrogation endorsement,  waiver  of  co-
insurance  or  agreed  amount  endorsement  (if  available),  and
Building   Ordinance  Compliance  endorsement   and   Rent   loss
endorsements (for a period of six months), and during the  course
of  construction of any improvements, builder's risk insurance in
commercially reasonable amounts, must be obtained.

    (B)   Lessee agrees to place and maintain throughout the Term
or Renewal Terms, if any, of this Lease, at Lessee's own expense,
public  liability  insurance with respect  to  Lessee's  use  and
occupancy  of  said  premises, including "Dram  Shop"  or  liquor
liability insurance, if the same shall be or become available  in
the  State  of  Texas  and liquor is sold on the  Premises,  with
initial  limits  of at least $2,000,000 per occurrence/$5,000,000
general  aggregate, or such additional amounts  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  three (3) days from receiving written notice, pay  Lessor
the  amount  of the premiums due or paid, together with  interest
thereon  at  the  lessor of 18% per annum  or  the  highest  rate
allowable  by law, which amount shall be considered Rent  payable
by Lessee in addition to the Rent defined at Article 4 hereof.

   (D)  All policies of insurance provided for or contemplated by
this Article can be under Lessee's blanket insurance coverage and
shall  name Lessors, AEI Fund Management XVIII, Inc., a Minnesota
corporation,  and Robert P. Johnson, as the general  partners  of
Lessor,  and  Lessee  as  additional  named  insured,  as   their
respective  interests  may appear, and  shall  provide  that  the
policies  cannot  be canceled, terminated, changed,  or  modified
without  thirty  (30) days written notice  to  the  parties.   In
addition, all of such policies shall contain endorsements by  the
respective insurance companies waiving all rights of subrogation,
if  any,  against  Lessor.   All  insurance  companies  providing
coverages must be rated "A" or better by Best's Key Rating  Guide
(the  most current edition), or similar quality under a successor
guide  if Best's Key Rating shall cease to be published.   Lessee
shall  provide Lessor with legible copies of any and all policies
on  or  before  the  Occupancy Date. No less  than  fifteen  (15)
business days prior to expiration of such policies, Lessee  shall
provide  Lessor  with  legible copies  of  any  and  all  renewal
Certificates of Insurance, if the terms of the Policies have  not
changed,  and  copies of such policies if the same have  changed.
Lessee  agrees  that  it will not settle any  property  insurance
claims affecting the Leased Premises in excess of $10,000 without
Lessor's   prior  written  consent,  such  consent  not   to   be
unreasonably  withheld or delayed.  Lessor shall consent  to  any
settlement of an insurance claim wherein Lessee shall confirm  in
writing  with  evidence reasonably satisfactory  to  Lessor  that
Lessee  has sufficient funds available to complete the rebuilding
of the Premises.

    (E)  Lessee shall defend, indemnify, and hold Lessor harmless
against  any and all claims, damages, and lawsuits arising  after
the  Occupancy  Date  of this Lease and any  orders,  decrees  or
judgments  which may be entered therein, brought for  damages  or
alleged  damages resulting from any injury to person or  property
or  from  loss of life sustained in or about the Leased Premises,
unless  such  damage  or  injury  results  from  the  intentional
misconduct or the gross negligence of Lessor and Lessee agrees to
save Lessor harmless from, and indemnify Lessor against, any  and
all injury, loss, or damage, of whatever nature, to any person or
property  caused  by,  or resulting from any  act,  omission,  or
negligence  of  Lessee or any employee or agent  of  Lessee.   In
addition,  Lessee  hereby  releases  Lessor  from  any  and   all
liability  for any loss or damage caused by fire or  any  of  the
extended  coverage casualties, unless such fire or other casualty
shall  be  brought about by the intentional misconduct  or  gross
negligence of Lessor.

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

    Lessee  hereby waives any and all right that it may  have  to
recover from Lessor damages for any loss occurring to the  Leased
Premises  by  reason of any act or omission of Lessor;  provided,
however,  that this waiver is limited to those losses  for  which
Lessee  is,  or  should be if the insurance  required  herein  is
maintained, compensated by its insurers.



ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

    (B)  Lessee shall pay all real estate taxes, assessments  for
public   improvements   or  benefits,  and   other   governmental
impositions,  duties,  and  charges  of  every  kind  and  nature
whatsoever which shall or may, during the term of this Lease,  be
charged,  laid, levied, assessed, or imposed upon,  or  become  a
lien  or  liens upon the Leased Premises or any part  thereof  or
upon  the  Rents  payable  hereunder.  Such  payments  shall   be
considered as Rent paid by Lessee in addition to the Rent defined
at  Article  4  hereof.   If due to a change  in  the  method  of
taxation,  a  franchise tax, Rent tax, or income  or  profit  tax
shall be levied against Lessor in substitution for or in lieu  of
any  tax which would otherwise constitute a real estate tax, such
tax shall be deemed a real estate tax for the purposes herein and
shall be paid by Lessee.

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

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

    (F)   Lessor shall not be required to join in any  proceeding
referred  to  in  this  Article, unless  in  Lessee's  reasonable
opinion,  the provisions of any law, rule, or regulation  at  the
time in effect shall require that such a proceeding be brought by
and/or  in  the name of Lessor, in which event Lessor shall  upon
written  request, join in such proceedings or permit the same  to
be brought in its name, all at no cost or expense to Lessor.

    (G)  Within thirty (30) days after Lessor notifies Lessee  in
writing  that Lessor has paid such amount, Lessee shall also  pay
to  Lessor,  as  additional Rent, the amount of  any  sales  tax,
franchise  tax,  excise  tax, and tax  or  fees  charged  foreign
limited partnerships or their general partners as a requisite for
doing  business  in  the  state where  the  Leased  Premises  are
located,  arising out of or relating to the income  derived  from
this Lease.  At Lessor's option, Lessee shall deposit with Lessor
on  the first day of each and every month during the term hereof,
an  amount equal to one-twelfth (1/12) of any estimated sales tax
payable  to the State in which the property is situated for  Rent
received by Lessor hereunder ("Deposit").  From time to time  out
of  such  Deposit Lessor will pay the sales tax to the  State  in
which  the property is situated as required by law.  In the event
the  Deposit on hand shall not be sufficient to pay said tax when
the  same  shall  become  due from time to  time,  or  the  prior
payments  shall  be  less  than  the  current  estimated  monthly
amounts,  then  Lessee shall pay to Lessor on demand  any  amount
necessary  to  make up the deficiency.  The excess  of  any  such
Deposit  shall be credited to subsequent payments to be made  for
such  items.   If  a default or an event of default  shall  occur
under the terms of this Lease, Lessor may, at its option, without
being  required so to do, apply any Deposit on hand to cure  such
default,  in  such order and manner as Lessor may elect.   Lessee
shall  also pay to Lessor, as additional Rent, the amount of  any
sales, use, or other tax imposed on or measured by any Rent  paid
hereunder.  Such sales, use, or other tax shall be paid by Lessee
to  Lessor at the same time as payment of any installment of Base
Rent is made.

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

    (A)   Except as otherwise expressly provided in this Article,
Lessee shall not, without obtaining the prior written consent  of
Lessor, in each instance:

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

      2.  sublet all or any part of the Leased Premises or  allow
all or any part of the Leased Premises to be used or occupied  by
any  other Persons (herein defined as a Party other than  Lessee,
be  it  a  corporation,  a partnership, an  individual  or  other
entity); or

     3. mortgage, pledge or otherwise encumber this Lease, or the
Leased Premises.

   (B)  For the purposes of this Article:

      1.  the  transfer of voting control of any class of capital
stock  of  any  corporate Lessee or sublessee,  or  the  transfer
voting control of the total interest in any other person which is
a  Lessee or sublessee, however accomplished, whether in a single
transaction  or in a series of related or unrelated transactions,
shall be deemed an assignment of this Lease, or of such sublease,
as the case may be;

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

      3.  any  Person to whom Lessee's interest under this  Lease
passes  by operation of law, or otherwise, shall be bound by  the
provisions of this Article;

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

       5.  Lessee  shall  present  the  signed  consent  to  such
assignment  and/or subletting from any guarantors of this  Lease,
such consent to be in form and substance satisfactory to Lessor.

    Lessee  agrees to furnish to Lessor upon demand at  any  time
such  information and assurances as Lessor may reasonably request
that neither Lessee, nor any previously permitted sublessee,  has
violated the provisions of this Article.

   (C)  If Lessee agrees to assign this Lease or to sublet all or
any  portion of the Leased Premises, Lessee shall, prior  to  the
effective date thereof (the "Effective Date"), deliver to  Lessor
executed  counterparts of any such agreement and of all ancillary
agreements   with   the  proposed  assignee  or   sublessee,   as
applicable.   If  Lessor  in  its  sole  discretion  (except   as
otherwise  specifically limited herein) shall not  consent  to  a
proposed  sublease or assignment, Lessor shall then have  all  of
the following rights, any of which Lessor may exercise by written
notice  to  Lessee  given within thirty (30)  days  after  Lessor
receives the aforementioned documents:

         1.  with respect to a proposed assignment of this Lease,
the right to terminate this Lease on the Effective Date as if  it
were the Expiration Date of this Lease;

         2.   with respect to a proposed subletting of the entire
Leased  Premises,  the  right  to terminate  this  Lease  on  the
Effective Date as if it were the Expiration Date; or

         3.   with respect to a proposed subletting of less  than
the entire Leased Premises, the right to terminate this Lease  as
to the portion of the Leased Premises affected by such subletting
on  the  Effective  Date, as if it were the Expiration  Date,  in
which case Lessee shall promptly execute and deliver to Lessor an
appropriate  modification of this Lease in form  satisfactory  to
Lessor in all respects.

         4.   with  respect to a proposed subletting or  proposed
assignment  of  this Lease, impose such conditions upon  Lessor's
consent as Lessor shall determine in its sole discretion.

   (D)  If Lessor exercises any of its options under Article 7(C)
above,  (and  if Lessor shall impose conditions upon its  consent
and  Lessee  shall fail to meet any conditions Lessor may  impose
upon  its consent), Lessor may then lease the Leased Premises  or
any  portion thereof to Lessee's proposed assignee or  sublessee,
as the case may be, without liability whatsoever to Lessee.

ARTICLE 8.  REPAIRS AND MAINTENANCE

    (A)   Initially,  Lessor agrees to replace any  glass  broken
prior  to  the  start of the Lease Term, and  to  obliterate  any
graffiti   on   the  exterior  walls  of  the  Leased   Premises.
Thereafter,  Lessee covenants and agrees to keep and maintain  in
good order, condition and repair the interior and exterior of the
Leased  Premises  during the term of the Lease,  or  any  renewal
terms,  and  further  agrees  that  Lessor  shall  be  under   no
obligation to make any repairs or perform any maintenance to  the
Leased  Premises.  Lessee covenants and agrees that it  shall  be
responsible  for  all  repairs,  alterations,  replacements,   or
maintenance of, including but without limitation to or  of:   The
interior  and  exterior portions of all doors;  door  checks  and
operators;  windows;  plate  glass; plumbing;  water  and  sewage
facilities;  fixtures;  electrical  equipment;  interior   walls;
ceilings;  signs;  roof; structure; interior building  appliances
and  similar  equipment; heating and air conditioning  equipment;
and any equipment owned by Lessor and leased to Lessee hereunder,
as   itemized  on  Exhibit  B,  if  any,   attached  hereto   and
incorporated herein by reference; and further agrees  to  replace
any of said equipment when necessary, and said replacements shall
become  the  property  of Lessor.  Lessee further  agrees  to  be
responsible   for,  at  its  own  expense,  snow  removal,   lawn
maintenance,   landscaping,  maintenance  of  the   parking   lot
(including  parking lines, seal coating, and blacktop surfacing),
and other similar items.

    (B)   If  Lessee refuses or neglects to commence or  complete
repairs promptly and adequately, Lessor may cause such repairs to
be made, but shall not be required to do so, and Lessee shall pay
the  cost  thereof to Lessor upon demand.  It is understood  that
Lessee  shall pay all expenses and maintenance and repair  during
the  term  of  this  Lease.  If Lessee is  not  then  in  default
hereunder,  Lessee  shall  have the right  to  make  repairs  and
improvements to the Leased Premises without the consent of Lessor
if  such  repairs  and  improvements do not exceed  Ten  Thousand
Dollars  ($10,000.00), provided such repairs or  improvements  do
not  affect the structural integrity of the Leased Premises.  Any
repairs  or  improvements  in  excess  of  Ten  Thousand  Dollars
($10,000.00) or affecting the structural integrity of the  Leased
Premises  may  be  done only with the prior  written  consent  of
Lessor,  such consent not to be unreasonably withheld or delayed.
All  alterations  and additions to the Leased Premises  shall  be
made in accordance with all applicable laws and shall remain  for
the  benefit  of Lessor.  In the event of making such alterations
as  herein provided, Lessee further agrees to indemnify and  save
harmless  Lessor from all expense, liens, claims  or  damages  to
either persons or property or the Leased Premises which may arise
out  of or result from the undertaking or making of said repairs,
improvements,  alterations or additions, or Lessee's  failure  to
make said repairs, improvements, alterations or additions.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

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

ARTICLE l0.  SIGNS

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

ARTICLE ll.  SUBORDINATION

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

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


ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

    (A)   If  the whole of the Leased Premises are taken  by  any
public authority under the power of eminent domain, or by private
purchase  in  lieu  thereof, then this Lease shall  automatically
terminate upon the date possession is surrendered, and Rent shall
be paid up to that day.  If any part of the Leased Premises shall
be  so  taken  as  to  render  the remainder  thereof  materially
unusable  in the opinion of a licensed third party contractor  or
architect  approved  by Lessor, for the purposes  for  which  the
Leased  Premises were leased, then Lessor and Lessee  shall  each
have the right to terminate this Lease on thirty (30) days notice
to the other given within ninety (90) days after the date of such
taking.   In  the  event that this Lease shall  terminate  or  be
terminated, the Rent shall be paid up to the day that  possession
was surrendered.

   (B)  If any part of the Leased Premises shall be so taken such
that  it  does  not  materially interfere with  the  business  of
Lessee,  then  Lessee  shall, with the use  of  the  condemnation
proceeds  to  be  made  available by  Lessor,  but  otherwise  at
Lessee's  own cost and expense, restore the remaining portion  of
the  Leased  Premises  to  the  extent  necessary  to  render  it
reasonably  suitable for the purposes for which  it  was  leased.
Lessee shall make all repairs to the building in which the Leased
Premises  is  located to the extent necessary to  constitute  the
building a complete architectural unit.  Provided, however,  that
such  work shall not exceed the scope of the work required to  be
done  by  Lessee in originally constructing such building  unless
Lessee shall demonstrate to Lessor's reasonable satisfaction  the
availability of funds to complete such work.  Provided,  further,
the  cost thereof to Lessor shall not exceed the proceeds of  its
condemnation  award, all to be done without  any  adjustments  in
Rent to be paid by Lessee.  This lease shall be deemed amended to
reflect  the  taking  in  the  legal description  of  the  Leased
Premises.

    (C)   All  compensation awarded or paid upon  such  total  or
partial taking of the Leased Premises shall belong to and be  the
property  of Lessor without any participation by Lessee,  whether
such  damages shall be awarded as compensation for diminution  in
value  to  the  leasehold or to the fee of  the  premises  herein
leased.   Nothing contained herein shall be construed to preclude
Lessee from prosecuting any claim directly against the condemning
authority  in such proceedings for:  Loss of business; damage  to
or loss of value or cost of removal of inventory, trade fixtures,
furniture,  and  other  personal property  belonging  to  Lessee;
provided, however, that no such claim shall diminish or otherwise
adversely  affect  Lessor's  award  or  the  award  of  any   fee
mortgagee.

ARTICLE l3.  RIGHT TO INSPECT

    Lessor  reserves the right to enter upon, inspect and examine
the  Leased  Premises  at any time during business  hours,  after
reasonable  notice to Lessee, and Lessee agrees to  allow  Lessor
free  access  to the Leased Premises to show the premises.   Upon
default by Lessee or at any time within one hundred eighty  (180)
days of the expiration or termination of the Lease, Lessee agrees
to  allow Lessor to then place "For Sale" or "For Rent" signs  on
the Leased Premises.


ARTICLE l4.  EXCLUSIVE USE

    (A)   After  the Occupancy Date, Lessee expressly agrees  and
warrants that the Leased Premises will be used exclusively  as  a
casual  dining  sit-down  restaurant.   Lessee  acknowledges  and
agrees  that any other use without the prior written  consent  of
Lessor will constitute a default under and a violation and breach
of  this  Lease.  Lessee agrees:  to operate all  of  the  Leased
Premises  during  the Term or Renewal Terms  during  regular  and
customary hours for businesses similar to the permitted exclusive
use  stated  herein,  unless prevented from doing  so  by  causes
beyond Lessee's control or due to permitted periods of remodel or
repair;  and  to  conduct  its business  in  a  first  class  and
reputable manner in order to maximize sales and Rents payable  to
Lessor.

    (B)   If  the  Leased Premises are not operated as  a  casual
dining  sit-down restaurant, or remain closed for  fourteen  (14)
consecutive  days, then Lessee shall be in default hereunder  and
Lessor  may,  at its option, cancel this Lease by giving  written
notice  to  Lessee  or exercise any other right  or  remedy  that
Lessor  may  have;  provided, however, that  reasonable  closings
shall  be  permitted for replacement of trade fixtures or  during
periods of remodel or repair after destruction.

    (C)   In  the  event  this  Lease is terminated  or  canceled
pursuant  to  this Article, Lessee shall remain  liable  for  the
payment of all Rents due to Lessor under this Lease for the  full
remaining  term  in  accordance with  the  applicable  terms  and
provisions  of  this Lease Agreement, offset  by  Rent  generated
under  a lease agreement with any new tenant.  Provided, however,
that  Lessor shall have no affirmative duty to mitigate  Lessee's
liability hereunder.

ARTICLE l5.  DESTRUCTION OF PREMISES

    If,  during  the term of this Lease, the Leased Premises  are
totally or partially destroyed by fire or other elements,  within
a reasonable time (but in no event longer than one hundred eighty
(180)  days  and subject to the provisions herein below),  Lessee
shall repair and restore the improvements so damaged or destroyed
as  nearly  as  may  be practical to their condition  immediately
prior  to  such casualty.  All rents payable by Lessee  shall  be
abated  during the period of repair and restoration to the extent
that Lessor shall be compensated by the proceeds of the rent loss
insurance required to be maintained by Lessee hereunder.

    Provided  Lessee  is  not in default hereunder  (and  retains
according  to  the  terms hereof the right to rebuild)  with  the
Lessor's  prior  written  consent, which  consent  shall  not  be
unreasonably withheld or delayed, Lessee shall have the right  to
promptly and in good faith settle and adjust any claim under such
insurance policies with the insurance company or companies on the
amounts  to be paid upon the loss.  The insurance proceeds  shall
be  used  to  reimburse  Lessee for the  cost  of  rebuilding  or
restoration of the Leased Premises.  The Leased Premises shall be
so  restored or rebuilt so as to be of at least equal  value  and
substantially  the  same character as prior  to  such  damage  or
destruction.   If  the  insurance  proceeds  are  less  than  Ten
Thousand Dollars ($10,000), they shall be paid to Lessee for such
repair  and  restoration.  If the insurance proceeds are  greater
than  or  equal to Ten Thousand Dollars ($10,000), 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 Ten Percent  (10%)  of  the
original  cost  to Lessor to acquire its interest  in  the  Lease
Premises  from  Lessee,  all plans and  specifications  for  such
rebuilding  or  restoration shall be subject  to  the  reasonable
approval of Lessor.

    Any  insurance  proceeds remaining with  Escrowee  after  the
completion of the repair or restoration shall be paid to Lessor.

    If  the  proceeds from the insurance are insufficient,  after
review of the bids for completion of such improvements, or should
become insufficient during the course of construction, to pay for
the  total cost of repair or restoration, Lessee shall, prior  to
commencement  of  work,  demonstrate  to  Escrowee  and  Lessor's
reasonable satisfaction, the availability of such funds necessary
to  complete construction and Lessee shall deposit the same  with
Escrowee   for   disbursement  under  the   construction   escrow
agreement.

ARTICLE l6.  ACTS OF DEFAULT

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

         1.   Failure to pay the Rent or any monetary  obligation
herein  reserved, or any part thereof when the same shall be  due
and  payable.  Interest and late charges for failure to pay  Rent
when  due shall accrue from the first date such Rent was due  and
payable.

         2.   Failure to do, observe, keep and perform any of the
other terms, covenants, conditions, agreements and provisions  in
this  Lease  to be done, observed, kept and performed by  Lessee;
provided, however, that Lessee shall have twenty (20) days  after
written notice from Lessor within which to cure such default,  or
such  longer time as may be reasonably necessary if such  default
cannot reasonably be cured within twenty (20) days, if Lessee  is
diligently  pursuing  a  course  of  conduct  that  in   Lessor's
reasonable opinion is capable of curing such default, but in  any
event  such  longer time shall not exceed 90 days  after  written
notice from Lessor of the default hereunder.

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


ARTICLE l7.  TERMINATION FOR DEFAULT

    In the event of any uncured default by Lessee and at any time
thereafter,  Lessor may serve a written notice upon  Lessee  that
Lessor  elects  to terminate this Lease.  This Lease  shall  then
terminate  on  the  date so specified as if that  date  had  been
originally  fixed  as  the expiration date  of  the  term  herein
granted,  provided,  however, that Lessee shall  have  continuing
liability for future rents for the remainder of the original term
as   set   forth  in  Article  19,  notwithstanding  any  earlier
termination  of the Lease hereunder, preserving unto  Lessor  the
benefit of its bargained-for rental payments.

ARTICLE l8.  LESSOR'S RIGHT OF RE-ENTRY

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

ARTICLE l9.  LESSEE'S CONTINUING LIABILITY

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

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

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

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

         3.   Third,  to  the payment of Rent and other  monetary
obligations due and unpaid hereunder;

        4.  Finally, the residue, if any, shall be held by Lessor
and  applied in payment of future Rent as the same may become due
and payable hereunder.

If  such Rents received from such reletting during any month  are
less  than that to be paid during that month by Lessee hereunder,
Lessee  shall pay any such deficiency to Lessor.  Such deficiency
shall be calculated and paid monthly.  No such re-entry or taking
possession  of such Leased Premises by Lessor shall be  construed
as  an  election  on  its part to terminate Lessee's  contractual
obligations under this Lease respecting the payment of  rent  and
obligations  for  the  costs of repair and maintenance  unless  a
written notice of such intention be given to Lessee.

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

    (D)   In addition to any other remedies Lessor may have  with
this  Article 19, Lessor may recover from Lessee all  damages  it
may  incur  by  reason  of any breach, including:   The  cost  of
recovering   and   reletting  the  Leased  Premises;   reasonable
attorney's fees; and, the present value (discounted at a rate  of
8%  per  annum) of the excess of the amount of Rent  and  charges
equivalent  to Rent reserved in this Lease for the  remainder  of
the  Term  over  the  then reasonable Rent value  of  the  Leased
Premises (or the actual Rents receivable by Lessor, if relet) for
the  remainder  of  the  Term, all  of  which  amounts  shall  be
immediately  due and payable from Lessee to Lessor in  full.   In
the  event  that  the  Rent  obtained from  such  alternative  or
substitute tenant is more than the Rent which Lessee is obligated
to pay under this Lease, then such excess shall be paid to Lessor
provided  that  Lessor  shall  credit  such  excess  against  the
outstanding obligations of Lessee due pursuant hereto, if any.

    (E)   It  is the object and purpose of this Article  19  that
Lessor  shall be kept whole and shall suffer no damage by way  of
non-payment  of  Rent or by way of diminution  in  Rent.   Lessee
waives  and will waive all rights to trial by jury in any summary
proceedings or in any action brought to recover Rent herein which
may  hereafter be instituted by Lessor against Lessee in  respect
to  the Leased Premises.  Lessee hereby waives any rights of  re-
entry it may have or any rights of redemption or rights to redeem
this Lease upon a termination of this Lease.

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

    (A)   All building fixtures, building machinery, and building
equipment  used in connection with the operation  of  the  Leased
Premises   including,  but  not  limited  to,   doors,   heating,
electrical  wiring,  lighting,  ventilating,  plumbing,   walk-in
refrigerators/coolers,   walk-in   freezers,   air   conditioning
systems,  and  the Personalty or equipment owned  by  Lessor  and
leased  to Lessee hereunder (as specifically set forth on Exhibit
B attached hereto) and incorporated herein by reference, shall be
the  property  of  Lessor.   All trade  fixtures  and  all  other
fixtures and articles of personal property owned by Lessee  shall
remain the property of Lessee.

    (B)   Lessee shall furnish and pay for any and all equipment,
furniture, trade fixtures, and signs (except for such  items,  if
any,  described  in  Article 20(A) above, as  owned  by  Lessor).
Provided  Lessee is not in default hereunder, Lessor  will  agree
that  its  interest in the personal property of  Lessee  will  be
subordinated  to  financing which may exist or which  Lessee  may
cause to exist in the future on that same personal property.

    (C)   At  the  end  of the term of this Lease,  the  Lessee's
property  described at Article 20(B) above, after written  notice
to  Lessor  given  at least ten (10) days prior thereto,  may  be
removed  from the Leased Premises by Lessee regardless of whether
or  not such property is attached to the Leased Premises so as to
constitute  a  "fixture" within the meaning of the law;  however,
all  damages  and  repairs to the Leased Premises  which  may  be
caused  by  the  removal of such property shall be  paid  for  by
Lessee.

ARTICLE 2l.  LIENS

    Lessee shall not do or cause anything to be done whereby  the
Leased  Premises  may  be encumbered by any mechanic's  or  other
liens.  Whenever and as often as any mechanic's or  other lien is
filed against said Leased Premises purporting to be for labor  or
materials  furnished or to be furnished to Lessee,  Lessee  shall
remove  the lien of record by payment or by bonding with a surety
company  authorized  to do business in the  state  in  which  the
property is located, within twenty (20) days from the date of the
filing  of  said mechanic's or other lien and delivery of  notice
thereof  to  Lessee  of  Lessee's obligation  under  this  Lease.
Should Lessee fail to take the foregoing steps within said twenty
(20) day period, Lessor shall have the right, among other things,
to pay said lien without inquiring into the validity thereof, and
Lessee  shall  forthwith reimburse Lessor for the  total  expense
incurred  by  it  in  discharging said lien  as  additional  Rent
hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

    No agreement to accept a surrender of the Leased Premises  or
termination of this Lease shall be valid unless in writing signed
by  Lessor.   The delivery of keys to any employee of  Lessor  or
Lessor's agents shall not operate as a termination of the   Lease
or  a  surrender of the premises.  The failure of Lessor to  seek
redress  for  violation  of  any rule or  regulation,  shall  not
prevent a subsequent act, which would have originally constituted
a  violation, from having all the force and effect of an original
violation.  Neither payment by Lessee or receipt by Lessor  of  a
lesser amount than the Rent herein stipulated shall be deemed  to
be  other  than on account of the earliest stipulated Rent.   Nor
shall  any  endorsement or statement on any check nor any  letter
accompanying any check or payment as Rent be deemed an accord and
satisfaction.   Lessor may accept such check or  payment  without
prejudice  to Lessor's right to recover the balance of such  Rent
or  pursue  any other remedy provided in this Lease.  This  Lease
contains  the  entire  agreement between  the  parties,  and  any
executory agreement hereafter made shall be ineffective to change
it,  modify it or discharge it, in whole or in part, unless  such
executory agreement is in writing and signed by the party against
whom  enforcement  of the change, modification  or  discharge  is
sought.



ARTICLE 23.  QUIET ENJOYMENT

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

ARTICLE 24. BREACH BY LESSEE - PAYMENT OF LESSOR'S COSTS AND
            ATTORNEYS' FEES

    Lessee agrees to pay and discharge all reasonable costs,  and
actual  attorneys' fees and expenses that shall  be  incurred  by
Lessor  in enforcing the covenants, conditions and terms of  this
Lease or defending against an alleged breach, including the costs
of reletting.  Such costs, attorneys' fees, and expenses shall be
considered  as  Rent  as due and owing in addition  to  any  Rent
defined in Article 4 hereof.

ARTICLE 25.  ESTOPPEL CERTIFICATES

    Either  party to this Lease will, at any time, upon not  less
than  ten  (l0)  days prior request by the other party,  execute,
acknowledge  and deliver to the requesting party a  statement  in
writing,  executed  by  an  executive  officer  of  such   party,
certifying  that:  (a) this Lease is unmodified (or  if  modified
then  disclosure  of such modification shall be made);  (b)  this
Lease is in full force and effect; (c) the date to which the Rent
and other charges have been paid; and (d) to the knowledge of the
signer of such certificate that the other party is not in default
in  the  performance  of  any covenant,  agreement  or  condition
contained  in this Lease, or if a default does exist,  specifying
each such default of which the signer may have knowledge.  It  is
intended  that  any  such statement delivered  pursuant  to  this
Article  may  be  relied  upon by any  prospective  purchaser  or
mortgagee  of  the  Leased  Premises  or  any  assignee  of  such
mortgagee or a  purchaser of the leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

   During the term of this Lease, Lessee will, within ninety (90)
days after the end of Lessee's fiscal year, furnish its financial
statements of the Lessee.  The financial statements shall be
certified as true and correct by the CFO or CEO of Lessee, at the
Lessee's expense, and shall be prepared in conformity with
generally accepted accounting principles.  Additionally, during
the term of the Lease, Lessee will within fifteen (15) days from
the end of each quarter of each fiscal year, furnish Lessor with
operating statements of the Leased Premises for such quarter.
Lessor shall have the right to require such operating statements
on a monthly basis.  Said quarterly (or monthly, if requested by
Lessor) statements do not need to be prepared by an independent
certified public accountant, but shall be certified as true and
correct by the chief financial officer of Lessee.  The financial
statements shall include a balance sheet and related statements
of income, changes in cash funds, changes in capital, and related
notes to financial statements. Lessee shall provide Lessor with
copies of its annual tax returns when the same are filed during
the term of this Lease.

ARTICLE 27.  MORTGAGE

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

ARTICLE 28.  MISCELLANEOUS PROVISIONS

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

   (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 of Texas.

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

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

   (F)  In the event Lessee remains in possession of the premises
herein leased after the expiration of this Lease and without the
execution of a new lease, it shall be deemed to be occupying said
premises as a tenant from month-to-month, subject to all the
conditions, provisions, and obligations of this Lease insofar as
the same can be applicable to a month-to-month tenancy except
that the monthly installment of Rent shall be increased 200% from
the amount due on the last month prior to such expiration.

   (G)  If any installment of Rent (whether lump sum, monthly
installments, or any other monetary amounts required by this
Lease to be paid by Lessee and deemed to constitute Rent
hereunder) shall not be paid when due, Lessor shall have the
right to charge Lessee a late charge of $250.00 per month for
unpaid Rent for each month that any amount of Rent installment
remains unpaid.  Said late charge shall commence after 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 or public non-exclusive easement purposes at any
time, provided such easement does not interfere with the business
of Lessee.  In such event Lessor shall, at its own cost and
expense, restore the remaining portion of the Leased Premises to
the extent necessary to render it reasonably suitable for the
purposes for which it was leased, all to be done without
adjustments in Rent to be paid by Lessee.  All proceeds from any
conveyance of an easement shall belong solely to Lessor.

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

   (J)  Lessee agrees to cooperate with Lessor to allow Lessor to
obtain and use at Lessor's expense promotional photographs of the
Leased Premises, to the extent permitted by Lessee's franchisor.

ARTICLE 29.  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 30.  HAZARDOUS MATERIALS INDEMNITY

   Lessee covenants, represents and warrants to Lessor, its
successors and assigns, (i) that it will not use or permit the
Leased Premises to be used, whether directly or through
contractors, agents or tenants, for the generating, transporting,
treating, storage, manufacture, emission of, or disposal of any
dangerous, toxic or hazardous pollutants, chemicals, wastes or
substances as defined in the Federal Comprehensive Environmental
Response Compensation and Liability Act of 1980 ("CERCLA"), the
Federal Resource Conservation and Recovery Act of 1976 ("RCRA"),
or any other federal, state or local environmental laws,
statutes, regulations, requirements and ordinances ("Hazardous
Materials"); (ii) that there have been no investigations or
reports involving Lessee by any governmental authority which in
any way pertain to Hazardous Materials (iii) that the operation
of the Leased Premises will not violate any federal, state or
local law, regulation, ordinance or requirement governing
Hazardous Materials; (iv) that the Leased Premises will not
contain any formaldehyde, urea or asbestos, except as may have
been disclosed in writing to Lessor by Lessee at the time of
execution and delivery of this Lease.  Lessee agrees to indemnify
and reimburse Lessor, its successors and assigns, for:

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

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

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

together with all attorneys' fees, costs and disbursements
incurred in connection with the defense of any action against
Lessor arising out of the above.  These covenants,
representations and warranties shall be deemed continuing
covenants, representations and warranties for the benefit of
Lessor, and any successors and assigns of Lessor and shall
survive expiration or sooner termination of this Lease.  The
amount of all such indemnified loss, damage, expense or cost,
shall bear interest thereon at the highest rate of interest
allowed by law and shall become immediately due and payable in
full on demand of Lessor, its successors and assigns.  Lessee
shall not be responsible for any liabilities under this Article
if the liability results from activities of Lessor or any agent,
employee, or contractor of Lessor.

ARTICLE 31.  ESCROWS

   Lessee shall deposit with Lessor on the first day of each and
every month, an amount equal to one-twelfth (1/12th) of the
estimated annual real estate taxes and assessments and insurance
("Charges") due on the Leased Premises, or such higher amounts
reasonably determined by Lessor as necessary to accumulate such
amounts to enable Lessor to pay all charges due and owing at
least thirty (30) days prior to the date such amounts are due and
payable.  From time to time out of such deposits Lessor will,
upon the presentation to Lessor by Lessee of the bills therefor,
pay the Charges or will upon presentation of receipted bills
therefor, reimburse Lessee for such payments made by Lessee.  In
the event the deposits on hand shall not be sufficient to pay all
of the estimated Charges when the same shall become due from time
to time or the prior payments shall be less than the currently
estimated monthly amounts, then Lessee shall pay to Lessor on
demand any amount necessary to make up the deficiency.  The
excess of any such deposits shall be credited to subsequent
payments to be made for such items.  If a default or an event of
default shall occur under the terms of this Lease, Lessor may, at
its option, without being required so to do, apply any Deposit on
hand to cure the default, in such order and manner as Lessor may
elect.

ARTICLE 32.  NET LEASE

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

ARTICLE 33.  OPTION TO RENEW

   If this Lease is not previously canceled or terminated and if
Lessee has materially complied with and performed all of the
covenants and conditions in this Lease after applicable cure
periods and is not currently in default, then Lessee shall have
the option to renew this Lease upon the same conditions and
covenants contained in this Lease for Three (3) consecutive
periods of Two (2) years each (singularly "Renewal Term"). Rent
during the Renewal Term shall increase as follows:  Lease Years
Three and Four shall be at the monthly Rent of $3,300 per month,
Lease Years Five and Six shall be at the monthly Rent of $3,500
per month, and Lease Years Seven and Eight shall be at the
monthly Rent of $3,710 per month.

   The first Renewal Term will commence on the day following the
date the original Term expires and successive Renewal Terms would
commence on the day following the last day of the then expiring
Renewal Term.  Lessee must give ninety (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.

ARTICLE 34.  RIGHT OF FIRST REFUSAL

   Lessor, for itself, its successors and assigns, hereby gives
and grants to Lessee a right of first refusal (the "Right of
First Refusal") to purchase the Leased Premises, subject to the
following terms and conditions:

   (A)  DURATION OF RIGHT OF FIRST REFUSAL.  The Right of First
Refusal and all rights and privileges of Lessee hereunder shall
be in force at the beginning of this Lease until the expiration
of Lessee's right to possession.

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

                       (date)

"We hereby exercise the Right of First Refusal to purchase such
portion of the fee interest of the Selling Lessor (as set forth
in Lessor's Notice) in the property commonly known as 54 South
Expressway, Brownsville, Texas, pursuant to the Right of First
Refusal contained in that certain Net Lease Agreement between us
pertaining to said premises."

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

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

   (ii) CLOSING.  Closing shall be sixty (60) days after the
expiration of the twenty days within which Lessee may exercise
its Right of First Refusal, unless the parties mutually agree
otherwise.  The Purchase Price less credit for the Earnest Money
and any other credits to which Lessee is entitled hereunder shall
be tendered in cash or other certified funds by Lessee at
Closing.

   (iii) EVIDENCE OF TITLE.  Not less than ten (10) days prior to
closing, Selling Lessor shall obtain a commitment for an TLTA
owner's policy of title insurance dated within thirty (30) days
of the closing date, issued by a nationally recognized title
insurance company selected by Selling Lessor (the "Title
Company") in the amount of the Purchase Price determined pursuant
to subparagraph (C)(i) above, naming Lessee as the proposed
insured, and covering the fee simple title to the Leased
Premises, and showing Selling Lessor vested with good title to
portion of the Leased Premises being sold, subject only to the
matters affecting title which were of record at the time Selling
Lessor came into title to the Leased Premises and those matters
which Lessee created, suffered or permitted to accrue during the
term hereof.  Such title commitment shall be conclusive evidence
of good title.  If Lessee shall make objection to the
marketability of title, Selling Lessor shall have no obligation
to make title marketable, but may withdraw Lessor's notice of
intent to market the Premises.

   (iv) PRORATIONS.  Selling Lessor shall pay the cost of the
aforesaid title policy and any and all state and municipal taxes
imposed by law on the transfer of the title to the Leased
Premises, or the transaction pursuant to which such transfer
occurs.  Water, sewer and other utility charges, if any, which
are not metered, driveway permit charges, if any, general real
estate taxes, and other similar items, shall be adjusted ratably
as of the Closing, except to the extent otherwise settled between
the parties pursuant to other provisions of this Lease.  A
prorated portion of the Rent prepaid by Lessee for the month of
closing shall be credited toward the Purchase Price and Lessee
shall be given a credit for rent prepaid for any period after the
month in which the Closing occurs.  Otherwise, Lessee shall not
receive a credit against the Purchase Price for Rent paid
hereunder.

   (v)  ESCROW CLOSING.  At the election of Selling Lessor or
Lessee upon notice to the other party not less than five (5) days
prior to the Closing, this sale shall be closed through an escrow
with the Title Company, in accordance with the general provisions
of the usual form of Deed and Money Escrow Agreement then in use
by said company, with such special provisions inserted in the
escrow agreement as may be required to conform with this
agreement.  Upon the creation of such an escrow, anything herein
to the contrary notwithstanding, paying of the purchase price and
delivery of the deed shall be made through the escrow.  The cost
of the escrow shall be divided equally between the Selling Lessor
and Lessee.  If for any reason other than Lessee's default, the
transaction fails to close, the Earnest Money shall be returned
to Lessee forthwith.

   (vi) REMEDIES ON DEFAULT.  If Lessee defaults under the
provisions of this subparagraph 34(C), Selling Lessor shall have
the right to annul the provisions of this paragraph 34 by giving
Lessee notice of such election, provided that Selling Lessor has
first notified Lessee of such default and Lessee has failed to
cure the same within ten (10) days after such notice.  Upon
Selling Lessor's notice of annulment in accordance herewith, the
Earnest Money shall be forfeited and paid to Selling Lessor as
liquidated damages, which shall be Selling Lessor's sole and
exclusive remedy.  If Selling Lessor defaults under the
provisions of this subparagraph 34(C) and fails to cure such
default within ten (10) days after being notified of the same by
Lessee, then in such event, (i) the Earnest Money at Lessee's
election and immediately upon its demand shall be returned to
Lessee, which return shall not, however, in any way release or
absolve Selling Lessor from its obligations hereunder and (ii)
Lessee shall be entitled to all remedies (both legal and
equitable) the law (both statutory and decisional) of the state
in which the Leased Premises is situated provides without first
having to tender the balance of the purchase price as a condition
precedent thereof and without having to make any election of such
remedies.

   (D)  EFFECT OF RIGHT OF FIRST REFUSAL ON LEASE.  If the Right
of First Refusal is exercised by Lessee and is exercisable in
Lessor's Notice as to the entire fee simple, this Lease shall
continue in full force and effect until the Closing hereinabove
specified.  If the Right of First Refusal is exercised only as to
all of an undivided portion of the fee simple to the Leased
Premises, the Lease shall remain in full force and effect without
merger or termination of this Lease because of such purchase.  If
for any reason such Closing fails to occur, this Lease shall
continue in full force and effect, except that if the provisions
of this paragraph 34 are annulled by Selling Lessor, in
accordance with subparagraph 34(C)(vi), by reason of a default by
Lessee, this Lease shall continue but without the provisions of
this paragraph 34 being a part hereof.

   (E)  If Lessee fails to exercise its Right of First Refusal,
Selling Lessor shall be free to sell all or any portion of its
interest in the Leased Premises for six months following the
expiration of the twenty days within which Lessee may exercise
its Right of First Refusal, provided that the Selling Lessor
giving such Lessor's Notice shall sell its interest (or a portion
thereof) for a price equal to or greater than the price (or the
pro-rata portion thereof if a portion of the Selling Lessor's
interest in the Leased Premises is sold) set forth in Lessor's
Notice.  This Right of First Refusal shall survive any sale of
the Leased Premises and shall apply to any subsequent sale or
potential sale by Lessor or its successors and assigns.

ARTICLE 35.  OPTION TO PURCHASE

   Lessor, for itself, its successors and assigns, hereby gives
and grants to Lessee the exclusive and irrevocable option (the
"Option") to purchase the Leased Premises, subject to the
following terms and conditions:

   (A)  DURATION OF OPTION.  Provided Lessee shall not be in
default hereunder, the Option and all rights and privileges of
Lessee hereunder shall be in force for the period commencing at
the beginning of the First Lease Year and continuing until the
last day of the Fifth Lease Year (if the Lease shall be renewed
and full force and effect.)

   (B)  MANNER OF EXERCISING OPTION.  A written notice in
substantially the following form, addressed to Lessor and signed
by Lessee and given, in accordance with the provisions of Article
29(A) hereof, within the period for exercising the Option,
submitted with a bank cashier's check or money order payable to
the order of Lessor in the amount of $5,000.00 (the "Earnest
Money") shall be an effective exercise of the Option, to wit:

              (date)

"We hereby exercise the Option to purchase the property commonly
known as 54 South Expressway, Brownsville, Texas, pursuant to the
option to purchase contained in that certain Net Lease Agreement
between us pertaining to said premises."

   (C)  TERMS OF SALE IF OPTION EXERCISED.  Upon Lessee's
exercise of the Option in accordance with the provisions of
subparagraph (B) hereof, Lessor shall be obligated to sell and
convey by recordable warranty deed, good and marketable title to
the Leased Premises subject only to the matters affecting title
which were of record at the time Lessor came into title to the
Leased Premises and those matters which Lessee created, suffered
or permitted to accrue during the term hereof, and Lessee shall
be obligated to purchase the Premises upon the following terms
and conditions:

   (i)PRICE.  The price "Purchase Price" at which Lessor shall
sell and Lessee shall purchase the Leased Premises shall be, if
closed during Lease Year One, $500,000, if within Lease Year Two,
$525,000, if within Lease Year Three, $555,000, if within Lease
Year Four, $575,000, if within Lease Year Five $605,000.

   (ii)CLOSING.  Closing shall be thirty (30) days after the
Option is exercised, unless the parties mutually agree otherwise.
The Purchase Price less credit for the Earnest Money shall be
tendered in cash or other certified funds by Lessee at Closing.

   (iii)EVIDENCE OF TITLE.  Not less than ten (10) days prior to
closing, Lessee shall obtain a commitment for an ALTA owner's
policy of title insurance dated within thirty (30) days of the
closing date, issued by a nationally recognized title insurance
company of Lessor's choice (the "Title Company") in the amount of
the Purchase Price determined pursuant to subparagraph (C)(i)
above, naming Lessee as the proposed insured, and covering the
fee simple title to the Leased Premises, and showing Lessor
vested with good title to the Leased Premises subject only to the
matters affecting title which were of record at the time Lessor
came into title to the Leased Premises and those matters which
Lessee created, suffered or permitted to accrue during the term
hereof.  Such title commitment shall be conclusive evidence of
good title.

   (iv)PRORATIONS.  Lessor shall pay the cost of the aforesaid
title policy and any and all state and municipal taxes imposed by
law on the transfer of the title to the Leased Premises, or the
transaction pursuant to which such transfer occurs.  Water, sewer
and other utility charges, if any, which are not metered,
driveway permit charges, if any, general real estate taxes, and
other similar items, shall be adjusted ratably as of the Closing,
except to the extent otherwise settled between the parties
pursuant to other provisions of this Lease.  No portion of the
Base Rent paid by Lessee shall be credited toward the Purchase
Price but Lessee shall be given a credit for rent prepaid for any
period after the Closing.

   (v)ESCROW CLOSING.  At the election of Lessor or Lessee upon
notice to the other party not less than five (5) days prior to
the Closing, this sale shall be closed through an escrow with the
Title Company, in accordance with the general provisions of the
usual form of Deed and Money Escrow Agreement then is use by said
company, with such special provisions inserted in the escrow
agreement as may be required to conform with this agreement.
Upon the creation of such an escrow, anything herein to the
contrary notwithstanding, paying of the purchase price and
delivery of the deed shall be made through the escrow.  The cost
of the escrow shall be divided equally between the Lessor and
Lessee.  If for any reason other than Lessee's default, the
transaction fails to close, the Earnest Money shall be returned
to Lessee forthwith.

   (vi)REMEDIES ON DEFAULT.  If Lessee defaults under the
provisions of this subparagraph 34(C), Lessor shall have the
right to annul the provisions of this paragraph 35 by giving
Lessee notice of such election, provided that Lessor has first
notified Lessee of such default and Lessee has failed to cure the
same within ten (10) days after such notice.  Upon Lessor's
notice of annulment in accordance herewith, the Earnest Money
shall be forfeited and paid to Lessor as liquidated damages,
which shall be Lessor's sole and exclusive remedy.  If Lessor
defaults under the provisions of this subparagraph 35(C) and
fails to cure such default within ten (10) days after being
notified of the same by Lessee, then in such event, (i) the
Earnest Money at Lessee's election and immediately upon its
demand shall be returned to Lessee, which return shall not,
however, in any way release or absolve Lessor from its
obligations hereunder and (ii) Lessee shall be entitled to all
remedies (both legal and equitable) the law (both statutory and
decisional) of the state in which the Leased Premises are
situated provides without first having to tender the balance of
the purchase price as a condition precedent thereof and without
having to make any election of such remedies.

   (D)  EFFECT OF OPTION ON LEASE.  If the Option is exercised,
this Lease shall continue in full force and effect until the
Closing hereinabove specified.  If for any reason such Closing
fails to occur, this Lease shall continue in full force and
effect, except that if the provisions of this paragraph 35 are
annulled by Lessor, in accordance with subparagraph 35(C)(vi), by
reason of a default by Lessee, this Lease shall continue but
without the provisions of this paragraph 35 being a part hereof.

ARTICLE 36  SECURITY DEPOSIT

  Lessee shall deliver to Lessor and maintain a Security Deposit
in the amount of $12,500, which AEI may commingle with its own
funds and AEI shall be entitled to any interest earned upon such
Security Deposit, if any interest is earned upon such deposit.
If the Security Deposit is placed upon interest, the risk of loss
shall be borne by Lessor.

   Lessor, or its then managing agent, shall have the right to
draw down an amount up to the face amount of the Security Deposit
if such amount is due to Lessor under the terms and conditions of
this lease, and remains unpaid after expiration of any applicable
cure period, if any.

  In the event of a transfer of Lessor's interest in the Leased
Premises, Lessor shall have the right to transfer the Security
Deposit to the transferee and thereupon the Lessor shall, without
any further agreement between the parties, be released by Lessee
from all liability therefor, and it is agreed that the provisions
hereof shall apply to every transfer or assignment of said
Security Deposit to a new Lessor.

  Lessor may draw down upon the Security Deposit in whole or in
part.  Should Lessor, due to a default under this Lease,
including but not limited to this Article, draw down upon the
Security Deposit, Lessor shall apply the same to cure any
defaults of Lessee under this Lease.  After any application of
said funds by  Lessor, Lessee shall be obligated to immediately
either increase the amount of funds so held by Lessor to the
amount immediately prior to such application of funds, or be in
default under this Lease.  Lessor may co-mingle any funds held by
it with any other funds of Lessor.  Any cash funds held by Lessor
shall be released to Lessee, if not then default hereunder, upon
termination of the term of this Lease.


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

                       LESSEE:   /s/ Sergio Gonzalez

                       By:
                       Its:





REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - LESSOR'S SIGNATURE
ON FOLLOWING PAGE



                        LESSOR:  AEI REAL ESTATE FUND XVIII LIMITED
                                 PARTNERSHIP, a Minnesota limited
                                 partnership



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

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



                                   EXHIBIT "A"


BEGINNING  at  the Northwest corner of Lot 8, Block  17,  Colonia
Mexicana  Addition,  said  point  being  on  the  South  line  of
abandoned Midalgo Street, said point being on the East line of an
ally, for the Southwest corner of this tract;


THENCE along the South line of abandoned Hidalgo Street, South 85
degrees 28 minutes East, 238.23 feet to a point on the West right
of  way  line  of  U.S.  Highway 77 and  83  Expressway  for  the
Southeast corner of this tract;

THENCE  along the said West right of way line, North 1 degree  11
minutes West, 120.80 feet to a point;

THENCE North 58 degrees 48 minutes West, 58.5 feet to a point for
corner;

THENCE North 4 degrees 29 minutes East, 13.55 feet to North  line
of Lot 28;

THENCE  along  the North line of Lot 28, Block 19 and  the  North
line  extended, North 85 degrees 28 minutes West, 148.3  feet  to
the  present  East  right of way line of Palm Boulevard  for  the
Northwest corner of this tract;

THENCE  along  the  present  East  right  of  way  line  of  Palm
Boulevard,  along  a curve to the left with a  radius  of  103.77
feet,  along  the distance of 85.80 feet to a point on  the  West
line of Lot 28, Block 19, Los Ebanos Properties Subdivision, said
point being on the East line of an alley for a corner;

THENCE along the East line of said alley, along the West line and
the  West  line extended of Lot 28, Block 19, South 0 degrees  30
minutes East, 83.76 feet to the PLACE OF BEGINNING;

CONTAINING 0.795 acre (34,641 square feet), more or less.





                           Exhibit B

Walk-In  Coolers and Freezers on the Leased Premises  as  of  the
date hereof.

(2) Ventilation Hoods with Fire Systems