PURCHASE AGREEMENT
           Tractor Supply Company Store - Bristol, VA

This  AGREEMENT, entered into effective as of the  26th  of  Dec,
1996 .

l.  Parties.  Seller  is  AEI  Real  Estate  Fund  XVIII  Limited
Partnership  ("Fund  XVIII") which currently  owns  an  undivided
66.6722%  interest in the fee title to that certain real property
legally  descrbed  in  the  attached  Exhibit  "A"  (the  "Entire
Property")  Buyer is William E. Mason and Hazel Mason as  tenants
in  common  ("Buyer"). Seller wishes to sell and Buyer wishes  to
buy  a  portion as Tenant in Common of Seller's interest  in  the
Entire Property.

2. Property. The Property to be sold to Buyer in this transaction
consists   of   an   undivided   11.6552%   percentage   interest
(hereinafter, simply the "Property")  as Tenant in Common in  the
Entire Property.

3.  Purchase  Price  .  The purchase price  for  this  percentage
interest in the Property is $200,000 all cash.

4.    Terms. The purchase price for the Property will be paid  by
Buyer as follows:
     
     (a)  When this agreement is executed, Buyer will pay  $5,000
     to  Seller (the "First Payment"). The First Payment will  be
     credited  against  the purchase price  when  and  if  escrow
     closes  and  the  sale is completed, or otherwise  disbursed
     pursuant to the terms of this Agreement.
     
     (b)  Buyer  will deposit the balance of the purchase  price,
     $195,000  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the closing date.

5 Closing Date.  Escrow shall close on or before January 2, 1997.

6  .  Due Diligence. Buyer will have until the expiration of  the
fifth business day (The "Review Period") after delivery of all of
the following items, to be supplied by Seller, to conduct all  of
its  inspections  and due diligence and satisfy itself  regarding
each  item, the Property, and this transaction.  Buyer agrees  to
indemnify and hold Seller harmless for any loss or damage to  the
Lease  Premises or persons caused by Buyer or its agents  arising
out of such physical inspections of the Entire Property.

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).
     
     (b)  Copies  of  a Certificate of Occupancy  or  other  such
     document  certifying completion and granting  permission  to
     permanently  occupy the improvements on the Entire  Property
     as are in Seller's possession.
     
     (c)  Copies  of  an "as built" survey of the  Property  done
     concurrent with Seller's acquisition of the Property.
     
     (d)  Lease  of  the Entire Property showing occupancy  date,
     lease   expiration  date,  rent,  and  Guarantys,  if   any,
     accompanied by such tenant financial statements as may  have
     been  provided most recently to Seller by the Tenant  and/or
     Guarantors.
     
     It is a contingency upon Seller's obligations hereunder that
two  (2)  originals of Co-Tenancy Agreement in the form  attached
hereto  duly  executed by Buyer and Seller and  dated  on  escrow
closing date be delivered to the Seller on the Closing date.




Buyer Initial: /s/ HM /s/ WEM
Purchase Ageement for Tractor Supply - Bristol, VA





      Buyer may cancel this agreement for ANY REASON in its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
any  review  period or inspection period. Such  notice  shall  be
deemed effective only upon receipt by Seller.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under sections 15(a) of this Agreement  (which  will
survive),  Buyer  (after execution of such  documents  reasonably
requested by Seller to evidence the termination hereof) shall  be
returned  its  First Payment, and Buyer will have  absolutely  no
rights,  claims  or interest of any type in connection  with  the
Property  or this transaction, regardless of any alleged  conduct
by Seller or anyone else.

      Unless this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably  will be deemed to have canceled this  Agreement  and
relinquish  all rights in and to the Property unless Buyer  makes
the  Second  Payment  when required. If  this  Agreement  is  not
canceled  and  the Second Payment is made when required,  all  of
Buyer's conditions and contingencies will be deemed satisfied.

7.  Escrow. Escrow shall be opened by Seller and funds  deposited
in  escrow upon acceptance of this Agreement by both parties. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8.   Title.  Closing will be conditioned on the  agreement  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions;  current real property taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph  11  below;
and   other  items  of  record  disclosed  to  Buyer  during  the
contingency period.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability thereto, said objections to be made in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed eighty (80) days to make such title marketable or  in
the  alternative  to  obtain  a commitment  for  insurable  title
insuring over Buyer's objections.  If Seller shall decide to make
no  efforts to make title marketable, or is unable to make  title
marketable or obtain insurable title (after execution by Buyer of
such  documents  reasonably requested by Seller to  evidence  the
termination  hereof) Buyer's First Payment shall be returned  and
this Agreement shall be null and void and of no further force and
effect.

     Pending correction of title, the payments hereunder required
shall  be postponed, but upon correction of title and within  ten
(10)  days  after written notice of correction to the Buyer,  the
parties shall perform this Agreement according to its terms.

     9.  Closing Costs.  Seller will pay one-half of escrow fees,
the  cost  of  the title commitment and any brokerage commissions
payable  except  those brokerage commissions incurred  by  Buyer.
The  Buyer will pay the cost of issuing a Standard  Owners  Title
Insurance Policy in the full amount of the purchase price.  Buyer
will pay all recording fees, one-half of the escrow




Buyer Initial: /s/ HM /s/ WEM
Purchase Ageement for Tractor Supply - Bristol, VA





fees,  and  the  cost  of  an update to  the  Survey  in  Sellers
possession  (if an update isrequired by buyer.)  Each party  will
pay  its own attorney's fees and costs to document and close this
transaction.

     10.  Real Estate Taxes, Special Assessments and Prorations.

     (a)  Because the Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i), the parties acknowledge  that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due  and  payable in all years prior to the year of  Closing
     have  been paid in full.  Unpaid levied and pending  special
     assessments  existing on the date of Closing  shall  be  the
     responsibility  of Buyer and Seller in proportion  to  their
     respective  Tenant in Common interests.   Seller  and  Buyer
     shall  likewise pay all taxes due and payable  in  the  year
     after   Closing  and  any  unpaid  installments  of  special
     assessments payable therewith and therafter, if such  unpaid
     levied and pending special assessments and real estate taxes
     are not paid by any tenant of the Entire Property.
     
     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  shall
     of  all  operating expenses of the Property incurred on  and
     after the date of closing.
     
11.  Seller's Representation and Agreements.

     (a)  Seller represents and warrants as of this date that:

     (i)   Except  for the lease in existence between Seller  and
     Tractor  Supply Company ("Tenant"), dated April 10th,  1996,
     Seller is not aware of any leases of the Property.

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest in the Property.
     
     (iii)   Except as previously disclosed to Buyer and  as  set
     forth  in  paragraph (b) below, Seller is not aware  of  any
     contracts Seller has executed that would be binding on Buyer
     after the closing date.
          
     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts  prioir to the Closing Date that would  materially
     affect  the  Property  and be binding  on  Buyer  after  the
     closing  date without Buyer's prior consent, which will  not
     be  unreasonably withheld.  However, Buyer acknowledges that
     Seller retains the right both prior to and after the Closing
     Date  to  freely  transfer  all or  a  portion  of  Seller's
     remaining undivided interest in the Entire Property provided
     such sale shall not encumber the Property being purchased by
     Buyer  in  violation of the terms hereof or the contemplated
     Co-Tenancy Agreement.
     
12.  Disclosures.

     (a)   To the best of Seller's knowledge: there are now,  and
     at  the  Closing  there  will be, no material,  physical  or
     mechanical  defects  of  the  Property,  including,  without
     limitation,   the   plumbing,  heating,  air   conditioning,
     ventilating, electrical systems, and all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental , zoning and  land  use  laws,
     ordinances, regulations and requirements.
     
     
     
     Buyer Initial: /s/ HM /s/ WEM
     Purchase Ageement for Tractor Supply - Bristol, VA
     
     
     
     (b)   To  the  best  of  Seller's  knowledge:  the  use  and
     operation of the Property now is, and at the time of Closing
     will  be, in full compliance with applicable building codes,
     safety,   fire,  zoning,  and  land  use  laws,  and   other
     applicable   local,  state  and  federal  laws,  ordinances,
     regulations and requirements.
     
     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  use  and operation of the Property  after  the
     Closing  in the manner in which the Property has  been  used
     and operated prior to the date of this Agreement.
     
     (d)  To the best of Seller's knowledge: the Property is not,
     and  as  of  the  Closing will not be, in violation  of  any
     federal,  state  or  local  law,  ordinance  or  regulations
     relating  to  industrial  hygiene or  to  the  environmental
     conditions  on, under, or about the Property including,  but
     not  limited  to, soil and groundwater conditions.   To  the
     best  of  Seller's  knowledge: there  is  no  proceeding  or
     inquiry  by any governmental authority with respect  to  the
     presence  of  Hazardous Materials on  the  Property  or  the
     migration  of Hazardous Materials from or to other property.
     Buyer agrees that Seller will have no liability of any  type
     to  Buyer  or Buyer's successors, assigns, or affiliates  in
     connection  with any Hazardous Materials on or in connection
     with  the Property either before or after the Closing  Date,
     except such Hazardous Materials on or in connection with the
     Property  arising out of Seller's negligence or  intentional
     misconduct  in violation of applicable state or federal  law
     or regulation.
     
     (e)   Buyer agrees that it shall be purchasing the  Property
     in  its  then present condition, as is, where is, and Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.
     
     (f)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information  on the Tenant and Guarantors of  the  Lease  as
     Buyer or its advisors shall request, Buyer is relying solely
     on  its  own  investigation of the Property and not  on  any
     information provided by Seller  or to be provided except  as
     set  forth  herein.   Buyer further  acknowledges  that  the
     information  provided  and to be  provided  by  Seller  with
     respect to the Property and to the Tenant and Guarantors  of
     Lease  was  obtained  from a variety of sources  and  Seller
     neither   (a)   has   made  independent   investigation   or
     verification   of  such  information,  or  (b)   makes   any
     representations as to the accuracy or completeness  of  such
     information.   The  sale  of the Property  as  provided  for
     herein  is  made  on an "AS IS" basis, and  Buyer  expressly
     acknowledges  that, in consideration of  the  agreements  of
     Seller  herein, except as otherwise specified herein, Seller
     makes no warranty or representation, express or implied,  or
     arising by operation of law, including, but not limited  to,
     any  warranty  or  condition,  habitability,  tenantability,
     suitability  for  commercial purposes,  merchantability,  or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.
     
     The provisions (d) - (f) above shall survive closing.
     
13.  Closing.

     (a)   Before  the  closing date, Seller  will  deposit  into
     escrow  an  executed  general  warranty  deed  with  English
     covenants of title conveying insurable title of the Property
     to Buyer, subject to the encumbrances contained in paragraph
     8 above.
     
     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by Buyer) to close escrow.  Both parties will
     
     
     
     
     Buyer Initial: /s/ HM /s/ WEM
     Purchase Ageement for Tractor Supply - Bristol, VA
     
     
     
     
     
     
     
     sign  the  Co-Tenancy Agreement, and deliver to  the  escrow
     holder any other documents reasonably required by the escrow
     holder to close escrow.
     
     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records of the jurisdiction where the Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   Defaults.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer.   Seller shall retain all remedies available to Seller  at
law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, deposited
the  balance  of the second payment for the purchase  price  into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   Provided,
however, that in no event shall Seller be liable for any  actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.
     
     15.  Buyer's Representations and Warranties.
     
     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.
     
     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.
     
     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.
     
16.  Damages, Destruction and Eminent Domain.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's option exercised, if at all, by written notice
     
     
     
     
     
     Buyer Initial: /s/ HM /s/ WEM
     Purchase Ageement for Tractor Supply - Bristol, VA
     
     
     
     
     
     to  Seller  within  ten (10) days after Buyer  has  received
     written  notice from Seller of said destruction  or  damage.
     Seller,  however, shall have the right to adjust  or  settle
     any  insured loss until (i) all contingencies set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  five-day period provided for above in this Subparagraph
     16a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds  (pro-rata in  relation  to  the  Entire
     Property) resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.
     
     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire Property.
     
     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.
     
      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  Buyer's 1031 Tax Free Exchange.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify  for such tax treatment, nor has there been any  reliance
thereon by Buyer respecting the legal or tax implications of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.

      Buyer  intends that this transaction qualify as an exchange
under  Section  1031 of the Internal Revenue  Code  of  1986  and
regulations  thereunder.   Buyer  intends  to  perfect  the  1031
exchange by way of a simultaneous exchange of properties  through
concurrently  conditional closing escrows conducted under  escrow
instructions  that  will  qualify the transaction  under  Section
1031.

 
 
Buyer Initial: /s/ HM /s/ WEM
Purchase Ageement for Tractor Supply - Bristol, VA




18.  Cancellation

     If  any party elects to cancel this Contract because of  any
     breach by another party, the party electing to cancel  shall
     deliver  to escrow agent a notice containing the address  of
     the party in breach and stating that this Contract shall  be
     cancelled  unless  the  breach  is  cured  within  13   days
     following  the  delivery of the notice to the escrow  agent.
     Within  three days after receipt of such notice, the  escrow
     agent  shall send it by United States Mail to the  party  in
     breach at the address contained in the Notice and no further
     notice  shall be required. If the breach is not cured within
     the  13  days  following the delivery of the notice  to  the
     escrow agent, this Contract shall be cancelled.


19.  Miscellaneous.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.
     
     (b)   If  this  escrow  has not closed by  January  2,  1996
     through  no  fault  of Seller, Seller  may  either,  at  its
     election,  extend  the closing date or exercise  any  remedy
     available   to   it  by  law,  including  terminating   this
     Agreement.
     
     (c)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.
     
     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.
     
     If to Seller:
     
          Attention:  Robert P. Johnson
                      AEI Real Estate Fund XVIII Limited Partnership
                      1300 Minnesota World Trade Center
                      30 E. 7th Street
                      St. Paul, MN  55101
     
     If to Buyer:
     
                      William E. Mason and Hazel Mason
     
     
     
      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is submitting this offer by signing





Buyer Initial: /s/ HM /s/ WEM
Purchase Ageement for Tractor Supply - Bristol, VA





a  copy  of  this offer and delivering it to Seller.  Seller  has
five  (5) business days from receipt within which to accept  this
offer.

      IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.

BUYER: WILLIAM E. MASON AND HAZEL MASON AS TENANTS IN COMMON

     By: /s/ William E. Mason
             William E. Mason                 /s/ Gail R. Sanford
                                                  Williamson Co TN
     By: /s/ Hazel Mason                          Com Exp 4-1-97
             Hazel Mason


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

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

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






Buyer Initial: /s/ HM /s/ WEM
Purchase Ageement for Tractor Supply - Bristol, VA




                    EXHIBIT A LEGAL DESCRIPTION


A  certain  tract of land, containing 2.74 acres, more  or  less,
situated,  lying,  and being in the City of Bristol  and  in  the
County  of Washington, State of Virginia, as described  by  metes
and bounds as follows:

      Located  in  Washington County and  the  City  of  Bristol,
Virginia  within      the  Wal-mart Shopping Center  Development;
being  a  portion of Tract No. 8     (Wal-Mart Stores,  Inc.)  as
shown  on  Plat of Record in Plat Book 4, Page       63,  in  the
recorders  office  for  Washington County, Virginia;  being  more
particularly described as follows;

      BEGINNING at an iron pin corner to Walnut Grove Church  and
Tract  5 of     the Wal-Mart Development, thence proceeding  with
the  line of Walnut  Grove Church North 86 degrees 02 minutes  35
seconds  West for a distance   of 337.57 feet to an iron pin  set
this  survey;  thence leaving the line    of Walnut Grove  Church
and  proceeding with a new line North 46 degrees   10 minutes  34
seconds  East for a distance of 591.56 feet to an iron pin    set
this  survey in the line of Tract 7; said iron pin being  on  the
south      side  of  said  road South 43 degrees  49  minutes  26
seconds  East for a  distance of 250.00 feet to an iron  pin  set
this  survey and corner to     Tract 5; thence with the  line  of
Tract  5  South  46  degrees 10 minutes 34  seconds  West  for  a
distance of 364.723 feet to the BEGINNING, containing  2.74 acres
more or less as surveyed by Frizzell Engineering July, 1995.

A  part or, but NOT all of Tract No. 8 of the subdivision of  the
Wal-Mart Shopping Center as shown on a plat dated April 20,  1993
which plat is of record in the Office of the Clerk of the Circuit
Court  of  Washington County, Virginia in Plat Book 28, pages  42
through 45, and in records of the City of Bristol in Plat Book 4,
pages 60 through 63, to which plat reference is hereto made for a
more particular description.

TOGETHER  WITH a non-exclusive easement for the use of the  drive
lanes, as set forth in Easements With Convenants And Restrictions
Affecting  Land ("ECR") by and between Wal-Mart Stores,  Inc.,  a
Delaware  corporation  and  Lowe's Home  Center,  Inc.,  a  North
Carolina  corporation, dated November 16, 1993, recorded  in  the
Clerk's Office Circuit Court, County of Washington, Virginia,  in
Deed Book 888, page 345.

BEING  a  portion  of  the same real estate conveyed  to  Tractor
Supply  Company,  a Tennessee corporation by deed  from  Wal-Mart
Stores,  Inc.,  a  Delaware corporation, dated October  2,  1995,
recorded  November  29,  1995, recorded in  the  Clerk's  Office,
Circuit Court, County of Washington, Virginia, in Deed Book  931,
page  231,  and  in the Clerk's Office, Circuit  Court,  City  of
Bristol, Virginia, in Deed Book 329, page 19.