LEASE


                              BETWEEN


         AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP


                                and


         AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP


                           as Landlord,


                      and B.T. WOODLIPP, INC.


                             as Tenant


                  Dated as of September 21, 2006



                     (Johnstown, Pennsylvania)


                         TABLE OF CONTENTS


                                                             Page

1.   BASIC PROVISIONS                                           1
2.   LEASING AGREEMENT; TERM                                    2
3.   RENT                                                       3
4.   TAXES                                                      5
5.   ENVIRONMENTAL MATTERS                                      6
6.   COMPLIANCE WITH REQUIREMENTS                               8
7.   COVENANT AGAINST LIENS                                     9
8.   USE AND ENJOYMENT                                          9
9.   TENANT'S PROPERTY; LIEN WAIVER                            12
10.  ALTERATIONS; MAINTENANCE AND REPAIR                       13
11.  CONDEMNATION AND CASUALTY DAMAGE                          14
12.  INSURANCE                                                 17
13.  ASSIGNMENT AND SUBLETTING                                 19
14.  INDEMNIFICATION                                           21
15.  DEFAULT; REMEDIES                                         23
16.  SURRENDER OF PREMISES                                     27
17.  SUBORDINATION AND ATTORNMENT                              28
18.  ESTOPPEL CERTIFICATES                                     29
19.  NOTICES                                                   30
20.  LEASEHOLD FINANCING                                       30
21.  RIGHT OF FIRST REFUSAL                                    31
22.  [INTENTIONALLY OMITTED]                                   32
23.  GUARANTY                                                  32
24.  MISCELLANEOUS                                             33



                               LEASE


     THIS  LEASE  ("Lease") dated September 21,  2006  ("Effective
Date"),  is  made  and entered into by and between  AEI  INCOME  &
GROWTH   FUND   XXI  LIMITED  PARTNERSHIP,  a  Minnesota   limited
partnership,   and   AEI  INCOME  &  GROWTH  FUND   XXII   LIMITED
PARTNERSHIP,  a  Minnesota limited partnership (collectively,  the
"Landlord"),  and B.T. WOODLIPP, INC., a Pennsylvania  corporation
("Tenant").

                        1. BASIC PROVISIONS

     1.1 PREMISES ADDRESS:            425 Galleria Drive.
                                      Johnstown, PA 15904

     1.2 LANDLORD NAME AND ADDRESS:   AEI INCOME & GROWTH FUND XXI.
                                      LIMITED PARTNERSHIP and AEI
                                      INCOME & GROWTH FUND XXII LIMITED
                                      PARTNERSHIP
                                      1300 Wells Fargo Place
                                      30 Seventh Street East
                                      St. Paul, Minnesota 55101

     1.3 TENANT NAME AND ADDRESS:     B.T. WOODLIPP, INC.
                                      6200 Oak Tree Boulevard, Suite 250
                                      Independence, OH 44131
                                      Attn: Chief Financial Officer
     1.4 LEASE DATE:                  September 21, 2006

     1.5 TERM:                        Twenty (20) Lease Years

     1.6 OPTIONS TO EXTEND:           One (1) period of five (5) Lease
                                      Years and one (1) period of four
                                      (4) Lease Years and eleven (11)
                                      months

     1.7 EXHIBITS:                    Exhibit A - Land Legal Description
                                      Exhibit B - Landlord Agreement
                                      Exhibit C - Memorandum of Lease
                                      Exhibit D - Guaranty of Lease
                                      Exhibit E - Subordination,
                                                  Non-Disturbance and
                                                  Attornment Agreement




                                 1

                    2. LEASING AGREEMENT; TERM

     2.1.  LEASING AGREEMENT. Landlord leases to Tenant and Tenant
leases  from Landlord upon and subject to the terms and conditions
set  forth  in  this  Lease  certain  real  estate  consisting  of
approximately 3.1 acres of land, as legally described in  attached
Exhibit  A,  together with all easements, rights and appurtenances
thereto,  including, but not limited to all of Landlord's  rights,
if  any,  to  use  any common areas, parking,  access  drives  and
sidewalks  in any center of which the real estate may  be  a  part
(the  "LAND").  The Land is commonly known as 425 Galleria  Drive,
Johnstown,  ("City"),  Cambria  County,  Pennsylvania.  The  Land,
together with the restaurant and other related improvements now or
hereafter thereon ("IMPROVEMENTS"), are referred to in this  Lease
as  the  "PREMISES."  The  Premises  are  leased  subject  to  all
restrictions, covenants, encumbrances and other matters of  record
on the date of this Lease.

     2.2.  TERM.  The  term of this Lease ("Term") shall  commence
("COMMENCEMENT  DATE") on the Effective Date and, unless  extended
or   earlier   terminated  as  provided   herein,   shall   expire
("EXPIRATION  DATE") at midnight on the last day of the  twentieth
(20th) "Lease Year" thereafter. "LEASE YEAR" shall mean and  refer
to  that  period  of twelve (12) full consecutive calendar  months
beginning with the first full calendar month of the Term and  each
subsequent  period  of  twelve  (12) consecutive  calendar  months
during the Term, provided that if the Term commences on other than
the  first  day  of a calendar month, then the initial  fractional
month  of  the  Term  plus the next succeeding  twelve  (12)  full
calendar months shall constitute the first Lease Year of the  Term
and  provided, further, that if this Lease is terminated prior  to
the  Expiration  Date, the last Lease Year may contain  less  than
twelve (12) full calendar months.

     2.3.  EXTENSION OF THE TERM. Provided that this Lease  is  in
full force and effect and no Event of Default has occurred and  is
continuing, Tenant shall have the option to extend the Term for up
to  one  (1) period of five (5) Lease Years and one (1) additional
period  of  four (4) Lease Years and eleven (11) months each  upon
all of the provisions of this Lease, which extension options shall
automatically be deemed exercised two hundred seventy  (270)  days
prior  to the then current Expiration Date without the requirement
for  any further notice; provided, however, that Tenant shall have
the  right  to  terminate this Lease (and void any such  automatic
extension and all remaining extension options) effective as of any
then  current Expiration Date by giving written notice thereof  to
Landlord not less than two hundred seventy (270) days before  such
then  current  Expiration Date; and provided, further,  that  this
Lease  shall  not be automatically extended (and Tenant  shall  be
deemed to have given written notice of non-renewal) if on the date
which  is two hundred seventy (270) days prior to the then current
Expiration  Date  an  Event  of  Default  has  occurred   and   is
continuing,  and in such event this Lease shall terminate  on  the
then  current Expiration Date. If and each time this Lease  is  so
extended, the word "TERM" shall be deemed to include the five  (5)
year  extension period with respect to which the option  has  been
exercised and the term "EXPIRATION DATE" shall mean the  last  day
of such five (5) year extension period.

     2.4. PREMISES LEASED "AS-IS". LANDLORD HEREBY LEASES AND WILL
LEASE  AND  TENANT TAKES AND WILL TAKE THE PREMISES "AS  IS,"  AND
TENANT  ACKNOWLEDGES  THAT LANDLORD (WHETHER  ACTING  AS  LANDLORD
HEREUNDER  OR  IN ANY OTHER CAPACITY) HAS NOT MADE  AND  WILL  NOT
MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR

                                 2

REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT  TO  ANY  OF  THE
PREMISES,   INCLUDING   WITHOUT   LIMITATION   ANY   WARRANTY   OR
REPRESENTATION  AS  TO  ITS FITNESS FOR USE,  PURPOSE,  DESIGN  OR
CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY  OF
THE  MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, OR  AS  TO
VALUE,  COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE,  CONDITION,
MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR  OPERATION  ,
IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY
TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES ARE OF ITS SELECTION
AND  TO  ITS  SPECIFICATIONS,  AND THAT  THE  PREMISES  HAVE  BEEN
INSPECTED  BY TENANT AND ARE SATISFACTORY TO IT. IN THE  EVENT  OF
ANY  DEFECT  OR DEFICIENCY IN ANY OF THE PREMISES OF  ANY  NATURE,
WHETHER   PATENT   OR  LATENT,  LANDLORD  SHALL   NOT   HAVE   ANY
RESPONSIBILITY  OR  LIABILITY WITH  RESPECT  THERETO  OR  FOR  ANY
INCIDENTAL   OR   CONSEQUENTIAL   DAMAGES   (INCLUDING,    WITHOUT
LIMITATION,  STRICT  LIABILITY IN TORT). THE  PROVISIONS  OF  THIS
SECTION 2.4 HAVE BEEN NEGOTIATED, AND THE FOREGOING PROVISIONS ARE
INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES
BY  LANDLORD,  EXPRESS  OR IMPLIED, WITH RESPECT  TO  ANY  OF  THE
PREMISES,  ARISING  PURSUANT TO STATUTE,  JUDICIAL  DECISION,  THE
UNIFORM  COMMERCIAL  CODE OR ANY OTHER LAW,  RULE,  REGULATION  OR
ORDER NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

     Tenant  acknowledges and agrees that Tenant has examined  the
title to the Premises prior to the execution and delivery of  this
Lease and has found such title to be satisfactory for the purposes
contemplated by this Lease.

     2.5. TRUE LEASE. Landlord and Tenant intend for this Lease to
be  a  true  lease  and  not a transaction  creating  a  financing
arrangement. Each party shall take all reasonable steps to reflect
the  transaction  represented  hereby  in  all  applicable  books,
records  and  reports (including, without limitation,  income  tax
filings) in a manner consistent with "true lease" treatment rather
than "financing" treatment.

     2.6.  NON-TERMINABLE. Except as and to the  extent  expressly
set  forth  in Section 2.3  (with respect to non-renewal  of  this
Lease) and in Article-11 of this Lease, Tenant shall have no right
to  terminate this Lease. Tenant shall remain obligated under this
Lease  in accordance with its terms and shall not take any  action
to  terminate,  rescind or avoid this Lease,  notwithstanding  any
bankruptcy,  insolvency, reorganization, liquidation,  dissolution
or  other proceeding affecting Landlord or any action with respect
to  this  Lease  which  may be taken by any trustee,  receiver  or
liquidator or by any court.

                              3. RENT

     3.1.  BASE RENT. Tenant shall pay to Landlord as annual  base
rent  ("BASE RENT") the amount set forth in column (b)  below  for
the corresponding Lease Years set forth in column (a) below:

     (a) LEASE YEAR (b) ANNUAL BASE RENT  (c) MONTHLY BASE RENT

                                 3


     1-5             $195,710.00           $16,309.17
     6-10            $210,388.25           $17,532.35
     11-15           $226,167.37           $18,847.28
     16-20           $243,129.92           $20,260.83
     21-25*          $261,364.67           $21,780.39
     26-end**        $280,967.02           $23,413.92


[an asterisk (*) indicates an extension period; the number of
asterisks corresponds to the Respective extension period.]

    Base  Rent  shall be paid to Landlord in monthly  installments
("MONTHLY  BASE  RENT") in the respective  amounts  set  forth  in
column  (c)  above in advance on the first day of each  month  for
which  the same is due during the Term. Rent for any partial month
shall be prorated on a per diem basis.

    3.2.  PAYMENT.  All  charges and costs payable  by  Tenant  to
Landlord  or  any  other third party pursuant  to  this  Lease  in
addition to Base Rent shall be considered "ADDITIONAL RENT".  Base
Rent and Additional Rent are sometimes referred to collectively as
"RENT."  Except as otherwise specifically provided in this  Lease,
all  Rent  shall  be  paid by Tenant to Landlord  without  notice,
demand, offset, abatement, reduction or deduction by check payable
to  Landlord  and  sent  to Landlord at the address  indicated  in
Section  1.2 or to such other person, entity or place as  Landlord
may  from  time to time designate by notice to Tenant. If required
by  Landlord, Tenant shall make payments of Monthly Base  Rent  to
Landlord  by wire transfer in immediately available federal  funds
to  such account in such bank as Landlord may designate from  time
to  time  upon not less than thirty (30) days' notice  to  Tenant,
which  account  shall be the same account to which  Tenant  and/or
Tenant's affiliates who lease other properties from Landlord named
herein (or its affiliates) wire transfer payments of Monthly  Base
Rent for at least nine (9) other properties. Monthly Base Rent for
the  period  from and including the Commencement Date through  and
including  the last day of the first full calendar  month  of  the
Term shall be paid in advance on the Commencement Date.

    3.3.  LATE  PAYMENTS. If Tenant shall fail to make payment  of
any  installment  of Base Rent or any Additional Rent  payable  to
Landlord (rather than to a third party) within ten (10) days after
the  date  when  each  such payment is due, Tenant  shall  pay  to
Landlord  interest  at  a  rate equal  to  the  Default  Rate  (as
hereinafter defined) on the amount unpaid computed from  the  date
such  payment  of  Base Rent or Additional Rent  was  due  to  and
including  the date of payment thereof (but only with  respect  to
amounts  payable  directly to Landlord or that are  not  otherwise
subject  to an interest or similar charge that will be treated  as
Base   Rent  or  Additional  Rent  hereunder).  Further,  if   any
installment  of Monthly Base Rent is not paid within fifteen  (15)
days after the date the same is due, Tenant shall pay to Landlord,
on  demand, as Additional Rent, a late charge (the "LATE  CHARGE")
equal  to four percent (4%) of such overdue installment of Monthly
Base Rent.


                                 4

    3.4.  NET LEASE. This is a net lease and Base Rent, Additional
Rent  and,  except  as otherwise expressly set forth  herein,  all
other  sums  payable  hereunder by Tenant shall  be  paid  without
defense  (other  than defense of prior payment),  notice,  demand,
setoff,    counterclaim,   recoupment,   abatement,    suspension,
deferment, diminution, deduction or reduction. During the Term  of
this  Lease, Tenant shall be obligated to pay and shall be  liable
for  all  costs and expenses associated with or arising  from  the
use,  operation,  maintenance,  repair  or  improvements  of   the
Premises  (regardless  of  whether such  costs  and  expenses  are
charged or imposed against Landlord or Tenant).

                             4. TAXES

      4.1.  As used in this Lease, the term "PREMISES TAXES" shall
mean  all  real  estate, personal property, ad valorem  and  other
taxes   and  assessments,  general  and  special,  and  all  other
governmental  charges  levied, assessed  or  imposed  on  or  with
respect  to  the  Premises  or which  arise  from  the  ownership,
leasing, use, occupancy or possession of all or any portion of the
Premises.  Without  limitation of  the  foregoing,  it  is  hereby
specifically  agreed that "Premises Taxes" include all  taxes  and
other  governmental  charges assessed or levied  (i)  on  or  with
respect  to  any Base Rent or Additional Rent payable  under  this
Lease,  (ii)  with respect to any period prior to  or  during  the
Term,  and (iii) any interest, penalties, fines and other  amounts
charged  for  late payment or non-payment of any  Premises  Taxes.
Notwithstanding  the foregoing, Premises Taxes shall  not  include
(A)  any  taxes  or  assessments imposed on  or  with  respect  to
Tenant's  Property (as defined in Section 9.1),  (B)  any  income,
franchise  or other taxes measured by Landlord's income or  profit
from the Premises on a net basis, other than any sales, use, rent,
occupancy  or  similar taxes on or with respect to  Base  Rent  or
Additional Rent, or (C) any gifts, estate or other transfer  taxes
imposed on Landlord.

    4.2. PAYMENT.

          (a)   Tenant shall pay Premises Taxes to the appropriate
    governmental authority before delinquency and before any interest,
    penalties or fines may be charged with respect thereto and shall
    deliver a copy of all paid tax bills to Landlord promptly upon
    request.

          (b)  If any Premises Taxes relate to a fiscal period which is
    partly within and partly outside of the period for which Tenant is
    responsible, the amount thereof shall be prorated so that Tenant
    will be responsible for that portion which relates to the period
    prior  to  and  after the Commencement Date  and  through  the
    Expiration Date and Landlord will be responsible for the portion
    after the Expiration Date.

          (c)  Any refunds (including any accrued interest) of Premises
    Taxes applicable to the period prior to and during the Term shall
    be the property of Tenant and to the extent received by Landlord
    shall be paid over to Tenant promptly after receipt thereof. Any
    refund of Premises Taxes shall be deemed a reduction of Additional
    Rent hereunder.

      4.3.  CONTEST. Subject to the provisions hereof, Tenant,  at
its  own  expense,  may  contest  Premises  Taxes  in  any  manner
permitted  by  law, in Tenant's name, and, whenever necessary,  in
Landlord's name and Landlord will cooperate at Tenant's sole  cost
and expense


                                 5

with Tenant and execute any documents reasonably required for such
purpose.  Any  such contest shall be conducted by Tenant  in  good
faith and at its sole cost and expense, by appropriate proceedings
which shall operate during the pendency thereof to prevent (i) the
collection  of, or other realization upon, the Premises  Taxes  so
contested, (ii) the sale, forfeiture or loss of the Premises,  any
Base  Rent  or any Additional Rent to satisfy the same, (iii)  any
interference with the use or occupancy of any of the Premises, and
(iv)  any  interference with the payment of any Base Rent  or  the
portion  of  any  Additional  Rent that  does  not  represent  the
Premises Taxes being contested under this Section 4.3. In no event
shall Tenant pursue any contest with respect to any Premises Taxes
in  any  manner  that exposes Landlord to (a) criminal  liability,
penalty  or sanction, (b) any civil liability, penalty or sanction
for which Tenant has not made provisions reasonably acceptable  to
Landlord,  or (c) defeasance of its interest the Premises.  Tenant
agrees that each such contest shall be diligently prosecuted to  a
final conclusion. Tenant shall pay and save Landlord harmless from
and  against  any  and all losses, judgments,  decrees  and  costs
(including,  without limitation, attorneys' fees and expenses)  in
connection  with  any such contest and shall, promptly  after  the
final  determination of such contest, fully pay and discharge  the
amounts which shall be levied, assessed, charged or imposed or  be
determined  to  be  payable  therein or in  connection  therewith,
together  with all penalties, fines, interest, costs and  expenses
thereof or in connection therewith.

                     5. ENVIRONMENTAL MATTERS

     5.1.  DEFINITIONS. For purposes of this Lease  the  following
terms shall have the following meanings:

          (a)  "ENVIRONMENTAL LAWS" - all present and future laws, statutes,
     rules, regulations, orders and other requirements of any federal,
     state, local or other governmental authority relating to  the
     environment, environmental protection or regulation, the emission,
     disposal or discharge or the actual or threatened release into the
     environment of pollutants or contaminants or to any Hazardous
     Substance or HS Activity. Without limitation of the foregoing,
     Environmental Laws include each of the following, as enacted as of
     the  date  hereof or as hereafter amended: the  Comprehensive
     Environmental Response, Compensation and Liability Act of 1980, 42
     U.S.C.  9601, et seq.; the Resource Conversation and Recovery Act
     of 1976, 42 U.S.C.  6901, et seq.; the Toxic Substance Control
     Act, 15 U.S.C.  2601, et seq.; the Water Pollution Control Act
     (also knows as the Clean Water Act), 33 U.S.C.  1251, et seq.;
     the Clean Air Act, 42 U.S.C.  7401, et seq.; and the Hazardous
     Materials Transportation Act, 49 U.S.C.  5101, et seq., and any
     similar state laws.

          (b)  "HAZARDOUS SUBSTANCE" - any substance defined or classified
     in any Environmental Laws as a toxic or hazardous chemical, waste,
     material  or  substance,  or as a  pollutant  or  contaminant
     (including, without limitation, petroleum or any by-product or
     fractions  thereof,  lead, asbestos and  asbestos  containing
     materials, polychlorinated byphenyls and radioactive or explosive
     materials);  and  any  substance which  if  present  requires
     investigation or remediation under any Environmental  Law  or
     results in liability thereunder for exposure thereto or discharge
     thereof.


                                 6


       (c)   "HS   ACTIVITY"  -  the  generation,  manufacture,
  handling,   transportation,   usage,   treatment,    release,
  discharge,  removal,  storage or disposal  of  any  Hazardous
  Substance.

  5.2. TENANT OBLIGATIONS.

       (a)  On or after the Commencement Date, Tenant (i) shall not
  conduct or knowingly permit any HS Activity in, on or from the
  Premises or knowingly allow any Hazardous Substances  on  the
  Premises, in each case, in violation of any Environmental Laws,
  and (ii) shall comply or cause compliance with all Enviromnental
  Laws applicable to Tenant's use or occupancy of the Premises,
  and shall cause the Premises to comply with all Environmental
  Laws; in each case specifically including, but not limited to,
  any condition existing on the Commencement Date, except to the
  extent such violation results from, or compliance is required as
  a result of, any act of Landlord or any act or omission of any
  other  person  other  than Tenant and its members,  managers,
  affiliates,   officers,  directors,  employees,  contractors,
  representatives, agents, assignees or subtenants (collectively,
  "TENANT'S  PARTIES")  (the obligations of  Tenant  under  the
  preceding clauses (i) and (ii) are called "Tenant's Compliance
  Obligation"). Tenant shall promptly give notice to Landlord if
  Tenant becomes aware of any action, claim, suit or proceeding
  relating  to  a  violation  or  alleged  violation   of   any
  Environmental Laws filed or threatened against Tenant or  the
  Premises. If, at any time during the Term, Hazardous Substances
  shall exist in or on the Premises to which Tenant's Compliance
  Obligation  applies,  then  Tenant  shall,  or  shall   cause
  responsible third parties to, promptly commence and diligently
  implement  all  investigation, site monitoring,  containment,
  cleanup, removal, restoration or other remedial work of any kind
  or nature (collectively, "REMEDIAL WORK") to the extent required
  by Environmental Laws, and in compliance with all Environmental
  Laws, all at Tenant's sole cost and expense.

       (b)  Tenant agrees to indemnify, defend and hold harmless
  Landlord,  any Landlord Lender and their respective managers,
  partners, members, officers, directors, shareholders, employees
  and agents ("LANDLORD INDEMNITEES") from and against any and all
  claims,  demands, actions, liabilities, damages, assessments,
  losses,  fines,  penalties,  costs  and  expenses,  including
  remediation, clean-up and detoxification costs and reasonable
  attorneys'  fees, arising from or related to  any  breach  or
  violation  by Tenant of its obligations set forth in  Section
  5.2(a).  The  provisions of Section  5.2  shall  survive  the
  expiration or termination of this Lease.

       (c)  Upon Landlord's request, at any time after the occurrence
  and  during the continuance of an Event of Default or at such
  other time as Landlord has reasonable grounds to believe that
  Tenant is in violation of Tenant's Compliance Obligation, Tenant
  shall  cause  an  inspection or audit of the Premises  by  an
  environmental   engineer  or  other  appropriate   consultant
  reasonably approved by Landlord to determine the presence  or
  absence of Hazardous Substances on the Premises. If Tenant fails
  to  effectuate the commencement of such inspection  or  audit
  within thirty (30) days after such request or fails to deliver a
  written report of such inspection or audit to Landlord within
  sixty (60) days after such request, Landlord may order the same,
  and  Tenant  hereby  grants to Landlord  and  its  respective
  employees, contractors and agents access to the Premises

                             7

     upon prior reasonable notice to undertake such inspection  or
     audit,  provided  that  such inspection  or  audit  does  not
     interfere  with  the  conduct of  Tenant's  business  on  the
     Premises,  Landlord provides Tenant certificates of insurance
     naming  Tenant  as an additional insured and containing  such
     types  of insurance and limits as Tenant reasonably requires,
     Landlord  promptly repairs any damage caused by such  testing
     and  restores  the  Premises to the  condition  in  which  it
     existed  immediately prior to such damage at Landlord's  sole
     cost and expense, and Landlord shall indemnify Tenant if  and
     to  the  extent  required under Section 14.2 hereof  for  all
     loss,  cost,  damage, liens, claims, liabilities or  expenses
     (including,  but not limited to, reasonable attorneys'  fees,
     court  costs  and disbursements) incurred by  Tenant  arising
     from  or  by reason of such inspection or audit. The cost  of
     such  inspection or audit shall be paid (i) by Tenant if such
     inspection  or  audit shall confirm a violation  of  Tenant's
     Compliance  Obligation or (ii) by Landlord if such inspection
     or  audit does not confirm a violation of Tenant's Compliance
     Obligation.

          (d)   Landlord   and   Tenant  expressly   agree   that,
     notwithstanding anything to the contrary set  forth  in  this
     Lease  (including,  but  not limited to,  the  provisions  of
     Section   14.1  hereof),  except  in  the  case  of  Tenant's
     obligations  expressly set forth under Sections  5.2(a),  (b)
     and  (c)  hereof, Tenant shall have no obligation under  this
     Lease  (i) to defend, indemnify or hold harmless Landlord  or
     Landlord Indemnitees with respect to any Hazardous Substance,
     Environmental  Laws  or  HS  Activity,  (ii)  to  engage  any
     environmental engineer or appropriate consultant with respect
     to   any  Hazardous  Substance,  Environmental  Laws  or   HS
     Activity,  (iii)  to conduct any audit or inspection  of  the
     Premises   with   respect   to   any   Hazardous   Substance,
     Environmental  Laws or HS Activity, (iv) to comply  or  cause
     compliance with any Environmental Laws, or (v) to perform  or
     cause  performance of any Remedial Work with respect  to  any
     Hazardous Substance, Environmental Laws or HS Activity.

     5.3. LANDLORD OBLIGATIONS. On or after the Commencement Date,
Landlord  shall not conduct any HS Activity on, about or from  the
Premises.  Landlord  shall  promptly  give  notice  to  Tenant  if
Landlord  becomes aware of any action, claim, suit  or  proceeding
relating  to a violation or alleged violation of any Environmental
Laws  filed or threatened against Landlord or the Premises  or  if
Landlord  has received notice or has actual knowledge  of  any  HS
Activity  on the Premises caused by a person other than Tenant  or
any Tenant Party.

                  6. COMPLIANCE WITH REQUIREMENTS

     6.1.  COMPLIANCE  WITH  LAW. During the  Term,  Tenant  shall
comply,  and  shall cause the Premises to comply, in all  material
respects  with  and  shall  correct any  violation  of  any  laws,
statutes,  ordinances and other legal and insurance  requirements,
whether  now or hereafter in force, applicable to the Premises  or
Tenant's  use  or  occupancy  of the Premises,  including  without
limitation,  the  Occupational Safety and Health Act,  as  amended
("OSHA"), the Americans with Disabilities Act of 1990, as  amended
("ADA"),  and,  subject  to Section 5.2, all  Environmental  Laws.
Tenant  shall  procure, maintain and comply, and shall  cause  the
Premises  to comply, with any and all permits, approvals, licenses
and other governmental authorizations required for the lawful use,
operation, maintenance and any "Alteration" (hereinafter  defined)
of the Premises.

                                 8

     6.2.  COMPLIANCE WITH PERMITTED ENCUMBRANCES.  Tenant  agrees
that   with  respect  to  all  easements,  conditions,  covenants,
restrictions,   encumbrances  or  agreements  now  affecting   the
Premises  or  which are hereafter created by or  consented  to  by
Tenant (collectively, the "PERMITTED ENCUMBRANCES"), Tenant  shall
observe, perform and comply with, and cause the Premises to comply
with,  and  carry  out and perform all of the obligations  therein
which  are  to  be  observed and performed by  the  owner  or  any
occupant   of   the  Premises  thereunder,  and  shall   pay   all
assessments, fees, costs and expenses required to be paid  by  the
owner or any occupant of the Premises thereunder.

                     7. COVENANT AGAINST LIENS

       7.1.  LIENS. Tenant shall not cause, suffer or  permit  any
mechanic's,  materialmen's judgment or other lien ("LIEN")  to  be
filed against the Premises (other than any Lien arising due to any
act  or omission of Landlord or its agents); provided that nothing
herein shall be deemed to limit the rights of Tenant Lender  under
Section 20.2 hereof. If any Lien shall be filed against all or any
portion  of the Premises (other than any Lien arising due  to  any
act  or omission of Landlord or its agents), (i) Tenant shall give
notice thereof to Landlord within ten (10) business days after the
date on which Tenant first becomes aware of the filing of any such
Lien,  and  (ii) within forty-five (45) days after first  becoming
aware  of  such  filing, (but in any event before any  enforcement
action  to foreclose is taken with respect to such Lien),  Tenant,
at  its  sole  cost  and  expense, shall  cause  the  Lien  to  be
discharged  of  record  or bonded over by  any  statutory  bonding
procedure  sufficient to prevent foreclosure or other  enforcement
of  such  Lien,  and  shall deliver notice  thereof  to  Landlord,
failing  which  Landlord shall have the right, but  shall  not  be
obligated,  to  discharge  the  Lien  without  investigating   the
validity  or  amount thereof. Tenant shall reimburse  Landlord  on
demand for any reasonable amounts so paid or incurred by Landlord,
including  reasonable  expenses and attorneys'  fees  incurred  in
connection therewith.

     Notice is hereby given that Landlord shall not be liable  for
any  labor, services or materials furnished or to be furnished  to
Tenant, or to anyone holding any of the Premises through or  under
Tenant,  and that no mechanic's, materialman's or other Liens  for
any  such  labor, services or materials shall attach to or  affect
the interest of Landlord in and to any of the Premises.


                     8. USE AND ENJOYMENT

      8.1.     USE.

          (a)  Unless  otherwise approved in writing by  Landlord,
    during  the  Term  the Premises shall be  used  only  for  the
    operation  of  an  Applebee's  Restaurant,  including  without
    limitation, ancillary carry-out food service and the  sale  of
    beer,  wine and other alcoholic beverages, or, if a change  in
    use  is  requested  by Franchisor, any other restaurant  which
    may  be  affiliated  with  or franchised  by  Franchisor.  The
    Premises  shall be attractive in appearance and  Tenant  shall
    conduct its business in a lawful and reputable manner.  Tenant
    shall  not  commit waste on the Premises and shall not  occupy
    or  use the Premises or permit the same to be used or occupied
    for  any purpose or in any manner that violates any applicable
    legal or govermnental requirement.


                                 9

         (b)  Tenant shall continuously operate a business pursuant to
    Section 8.1(a)  from the Premises during the Term of this Lease;
    provided,  however,  that  Tenant may  temporarily  cease  its
    operations at the Premises for (i) restoration, alteration and
    repair  obligations  pursuant to the terms  of  its  Franchise
    Agreement; (ii) the performance of Alterations permitted under
    this Lease; or (iii) as a result of any emergency, casualty or
    event of force majeure.

         (c)  All garbage, trash and refuse generated from the operation of
    the  business  conducted on the Premises shall  be  placed  in
    appropriate garbage receptacles and, at Tenant's sole cost and
    expense, removed from the Premises with sufficient frequency so as
    to avoid any accumulation thereof outside of such receptacles.

       8.2.  EXTERIOR SIGNS, AWNINGS AND CANOPIES. Tenant, at  its
sole  cost  and  expense, may at any time and from  time  to  time
during  the  Term  install,  alter, and/or  replace  any  and  all
exterior  signs, awnings and/or canopies as Tenant may  determine,
so long as they are in compliance with all applicable laws and all
Permitted  Encumbrances. Tenant, at its  sole  cost  and  expense,
shall  obtain  all  necessary permits for all signs,  awnings  and
canopies  on  the  Premises and shall maintain the  same  in  good
condition and repair.

       8.3.  UTILITIES. Tenant shall arrange and contract, in  its
name,   for  and  pay  when  due  all  charges  for  water,   gas,
electricity, cable TV, telephone, trash removal, scavenger service
and  other  utility services used or consumed on the  Premises  by
Tenant  or  its  agents during the Term, all  of  which  shall  be
separately metered and billed to Tenant.

     8.4.  QUIET  ENJOYMENT. Landlord covenants with  Tenant  that
Tenant, upon paying Rent to Landlord and performing Tenant's other
covenants in this Lease, shall and may peaceably and quietly have,
hold,  occupy,  possess  and enjoy the Premises  during  the  Term
without  any  interference from Landlord or  anyone  claiming  by,
through or under Landlord.

     8.5.  SIGNAGE  RIGHTS, PARKING, ACCESS,  EASEMENTS.  Landlord
covenants  with  Tenant  that Landlord shall  not  engage  in  any
action,  or grant any rights which affect parking at the Premises,
access  to the Premises, means of ingress and egress to  and  from
the Premises, visibility to or from the Premises, Tenant's signage
at  the  Premises  or  rights to the roof  of  the  Premises,  any
telecommunications  equipment  or  utilities  which  service   the
Premises, Tenant's air rights and any other rights to which Tenant
may  be  entitled pursuant to any easement agreements  or  similar
agreements  affecting the Premises without Tenant's prior  written
consent,  which  may  be  granted or  withheld  in  Tenant's  sole
discretion  but shall not be unreasonably withheld if such  action
will  not  materially  adversely affect the  conduct  of  Tenant's
business  at  the Premises. Landlord agrees to deliver  to  Tenant
copies  of  any  notices Landlord receives  with  respect  to  the
aforementioned rights. Landlord agrees that so long as no Event of
Default  shall  have occurred and be continuing, upon  request  by
Tenant  (and  only after all documentation reasonably required  to
consummate  the relevant transaction shall have been  provided  to
Landlord),  Landlord shall (i) enter into, modify  or  grant  such
easements,  covenants,  waivers,  approvals  or  restrictions  for
utilities, parking or other matters as Tenant may desire  for  the
operation   of   the  Premises  (including,  without   limitation,
consenting  to  site  and  common area changes  affecting  access,
parking,  tenant mix and the like and approving uses or  users  of
the  other properties in the vicinity of the Premises which Tenant
reasonably believes will have a positive impact on its business at

                                10


the  Premises)  (collectively, "EASEMENTS"), or (ii)  dedicate  or
transfer, minor non-essential unimproved portions of the  Premises
for  road,  highway or other public purposes to  the  extent  such
dedications   or   transfers  are  consistent  with   commercially
reasonable  development  or  operation  of  the  Premises  or,  in
Tenant's reasonable judgment, will have a positive impact  on  its
business  at  the  Premises  (the "DEDICATIONS");  provided,  that
Landlord  shall be obligated to take such action only if  (A)  any
such Easements or Dedications do not adversely affect the value of
the  Premises  (other  than  to  a  de  minimis  extent),  do  not
unreasonably  render the use of the Premises  dependent  upon  any
other  property or unreasonably condition the use of the  Premises
upon  the  use of any other property, and do not adversely  affect
(other than to a de minimis extent) the use, or visibility of,  or
access to, the Premises, (B) Tenant advises Landlord of the amount
of  the  consideration, if any, being paid for such  Easements  or
Dedications and that Tenant considers such consideration, if  any,
to  be fair under the circumstance and that such consideration, if
any, shall be paid to Landlord, (C) Tenant acknowledges in writing
that  for so long as this Lease is in effect, Tenant will  perform
all   obligations,  if  any,  of  Landlord  under  the  applicable
instrument and Tenant will remain obligated under this  Lease  and
AAG  (if  the Guaranty is then in effect) acknowledges in  writing
that AAG will remain obligated under the Guaranty, in each case in
accordance  with their respective terms, and (D) Tenant  pays  all
out-of-pocket   costs  and  expenses  incurred  by   Landlord   in
connection  with said Easements or Dedications including,  without
limitation  reasonable attorneys' fees. Subject to  the  foregoing
clauses  (A)  through (D), Landlord shall cooperate with  Tenant's
efforts to enter into any Dedications or Easements.

    If  Tenant  shall submit a request to Landlord for  Landlord's
cooperation  in  connection with any such Easement  or  Dedication
which  requires Landlord's approval or execution of any  document,
Landlord  shall  (x)  approve  such Easement  or  Dedication,  and
execute and deliver to Tenant all documents required in connection
therewith, within ten (10) days of receiving Tenant's request  for
approval,  or (y) disapprove Tenant's request in a written  notice
with  a detailed explanation of its objections delivered to Tenant
within  ten (10) days of receiving Tenant's request for  approval.
If  Landlord  fails to respond within such ten  (10)  day  period,
Tenant's request with respect to such Easement or Dedication shall
be  deemed  to  be approved by Landlord hereunder  and  Tenant  is
hereby  authorized and empowered to execute and deliver on  behalf
of  Landlord, as Landlord's attorney-in-fact, all instruments  and
documents required in connection therewith.

    If  Landlord timely disapproves of a Tenant request under this
Section  8.5, then Tenant may elect, by delivering written  notice
to  Landlord,  to resolve the matter by expedited  arbitration  in
accordance with this paragraph. Landlord and Tenant shall mutually
select a single arbitrator within ten (10) days after delivery  of
Tenant's  notice of arbitration hereunder. If the  parties  cannot
agree upon an arbitrator within such period, then either party may
request that a qualified arbitrator be appointed by the office  of
the  American  Arbitration  Association  located  nearest  to  the
Premises. Following selection or appointment, the arbitrator shall
meet  jointly  with representatives of Landlord and Tenant  within
twenty  (20)  days  to  consider the  parties'  positions  on  the
disputed  issue and the arbitrator shall render a written decision
within  two (2) business days following such meeting. The decision
of  the  arbitrator  shall be final, binding on  the  parties  and
nonappealable.  The arbitration shall otherwise  be  conducted  in
accordance with the American Arbitration Association's  rules  for
expedited  dispute  resolution in effect at  the  time.  The  non-
prevailing   party  in  any  such  arbitration   shall   pay   the
arbitrator's fee and expenses.

                                11


     8.6. WARRANTIES, GUARANTIES AND INDEMNITIES. Landlord assigns
to   Tenant,   without  recourse  or  warranty   whatsoever,   all
warranties,  guaranties and indemnities, express or  implied,  and
similar  rights which Landlord may have against any  manufacturer,
seller  (other  than  the  Seller  under  the  Purchase  and  Sale
Agreement  from  whom  Landlord acquired the Premises),  engineer,
contractor or builder with respect to the Premises, including, but
not limited to, any rights and remedies existing under contract or
pursuant  to  the  Uniform  Commercial  Code  (collectively,   the
"guaranties"). Such assignment shall remain in effect  during  the
Term.  Landlord hereby agrees to execute and deliver  at  Tenant's
expense  such  further  documents, including  powers  of  attorney
(which  shall contain indemnity agreements from Tenant to Landlord
which  shall  be in form reasonably satisfactory to Landlord),  as
Tenant  may reasonably request in order that Tenant may  have  the
full  benefit of the assignment of guaranties effected or intended
to  be  effected  by this Section 8.6. Upon the  occurrence  of  a
termination  of  this  Lease, the guaranties  shall  automatically
revert to Landlord.

                 9. TENANT'S PROPERTY; LIEN WAIVER

     9.1.   TENANT'S  PROPERTY.  Landlord  agrees  that  all   (i)
fixtures, furniture, furnishings, equipment (other than floor  and
wall  coverings, fixtures which are "built-ins" or  constitute  an
integral  part  of  the Building, the walk-in  cooler,  heat,  air
conditioning  and ventilation systems, electrical, mechanical  and
plumbing  systems, all of which are owned by and are the  property
of   Landlord),   Kitchen  Equipment  (as  hereinafter   defined),
inventory, merchandise, goods, chattels, trade fixtures,  signage,
appliances  display  cases, supplies, tools,  machinery,  security
systems,  computer software or other personal property  of  Tenant
(including, without limitation, trade fixtures in, on,  around  or
affixed  to  the Premises), (ii) fixtures, furniture, furnishings,
equipment, supplies, tools, machinery, security systems,  computer
software, signage and other personal property (including,  without
limitation,  trade  fixtures in, on,  around  or  affixed  to  the
Premises)  which display the name, trade name, trademark,  service
mark,  logo,  insignia,  slogan, emblem or  symbol  of  Applebee's
International  Inc.'s  ("Franchisor") or of  Tenant  ("Distinctive
Property"),  and  (iii)  all  licenses,  permits,  approvals   and
authorizations, if any, which are required in connection with  the
operation of Tenant's business, including, without limitation, all
liquor   licenses,   at   any  time  located   on   the   Premises
(collectively,  "Tenant's Property"), shall be and  at  all  times
remain  the property of Tenant regardless of whether the same  (x)
is  affixed to the Improvements on the Land or the manner in which
the same is affixed (unless permanently affixed) or (y) may now or
hereafter  be regarded as a fixture or as property of Landlord  by
operation of law or otherwise, unless, however, such fixtures  and
equipment  cannot  be removed without substantial  damage  to  any
Improvements which cannot be easily repaired. As used  herein  the
term   "Kitchen  Equipment"  shall  include,  without  limitation,
kitchen   fixtures   (except  for  sanitary  plumbing   fixtures),
counters, stainless steel equipment, ranges, ovens, display  cases
and refrigeration equipment (excluding the walk-in cooler). Tenant
shall have the right at any time and from time to time during  the
Term  and, subject to the provisions of Section 16.2 below, within
fifteen (15) days after the end of the Term to remove any Tenant's
Property from the Premises.

     9.2. WAIVER OF LANDLORD'S LIEN. Tenant contemplates financing
from  time to time some or all of Tenant's Property with a  lender
or  vendor  ("TE  Lender") who will require  a  security  interest
therein  (those  items of Tenant's Property which are  subject  to
such security interest being referred to collectively as "Financed
Personalty"). Landlord hereby disclaims

                                12

and  waives any and all liens or right which Landlord may have  to
claim a lien against the Tenant's Property for nonpayment of  Rent
or  otherwise  and  agrees to execute and  deliver  promptly  upon
request a waiver with respect thereto.


            10. ALTERATIONS; MAINTENANCE AND REPAIR

    10.1. ALTERATIONS.

         (a)   ALTERATIONS.  For  purposes  of  this  Lease,   any
    physical  improvement, addition, enhancement  or  change  with
    respect  to all or any portion of the Premises is referred  to
    as  an "ALTERATION." Tenant or Franchisor shall have the right
    at  any time and from time to time during the Term to make  or
    cause  to  be  made any Alteration in or to the  Premises  (i)
    without  Landlord's  consent, if such Alteration  consists  of
    the  demolition of the Building and reconstruction  of  a  new
    prototypical  building so long as: (A)  the  new  building  is
    constructed in compliance with applicable codes and  Permitted
    Exceptions,   (B)   Tenant  continues   to   pay   Rent,   (C)
    construction  is  completed within nine (9)  months  following
    demolition  of  the Building, subject to extension  for  force
    majeure  events,  (D)  Landlord has approved  in  advance  the
    construction  budget (which shall include a  contingency)  for
    the  new  building,  such  approval  not  to  be  unreasonably
    withheld,  delayed or conditioned, and (E) either (y)  in  the
    case  where the Guaranty is in full force and effect prior  to
    demolition  Tenant has provided Landlord with  a  commercially
    reasonable  completion  bond for the  project  or  such  other
    assurance  of  performance as Landlord may reasonably  accept,
    or  (z)  prior to demolition the Tenant deposits with Landlord
    cash (the "Deposit") sufficient to construct the building  and
    improvement pursuant to the approved budget, with the  Deposit
    being  disbursed  pursuant  to  the  Landlord's  then  current
    construction disbursement procedures; (ii) without  Landlord's
    consent,  if such Alteration is performed in order  to  comply
    with  any  of  Tenant's agreements with  Franchisor  and  such
    Alteration does not adversely affect any structural  component
    of  the  Building,  and (iii) in the case  of  any  Alteration
    other  than  those  permitted under clause  (ii)  above,  with
    Landlord's   prior  consent,  which  consent  shall   not   be
    unreasonably withheld provided that such Alteration  does  not
    (A)  diminish the value of the Premises (including, by way  of
    example  only,  but  without limitation,  by  diminishing  the
    utility  of  the  Improvements for  use  as  a  restaurant  or
    diminishing the useful life of the Improvements, except  to  a
    de  minimis  extent,  or (B) adversely affect  any  structural
    component of the Building. Every Alteration shall be  made  in
    accordance  with  all applicable laws, legal requirements  and
    the  Permitted Encumbrances. If Tenant shall submit a  request
    to  Landlord  for  Landlord's approval of an Alteration  which
    requires Landlord's approval, Landlord shall (x) approve  such
    Alteration proposed by Tenant within twenty-one (21)  days  of
    receiving  Tenant's proposal and request for approval  or  (y)
    disapprove  Tenant's  proposal  in  writing  with  a  detailed
    explanation of its objections within twenty-one (21)  days  of
    receiving  Tenant's  proposal and  request  for  approval.  If
    Tenant   submits   a   proposal  to  Landlord   and   Landlord
    disapproves such proposal within the twenty-one (21) day  time
    period,  Tenant may submit another proposal with modifications
    thereto   made  in  response  to  Landlord's  objections   and
    Landlord shall so approve or disapprove same within seven  (7)
    days  after submission of such modified proposal. If  Landlord
    does  not  approve  or  disapprove any  proposal  or  modified
    proposal  in  writing  with  a  detailed  explanation  of  its
    objections within the applicable seven (7) or twenty-one (21)

                                13


     day  period, Tenant may submit to Landlord a reminder notice,
    which  shall  state that Landlord's failure to disapprove  the
    applicable  proposal within seven (7) days  after  receipt  of
    such  reminder notice shall be deemed to constitute Landlord's
    approval  thereof.  If  Landlord  does  not  disapprove   such
    proposal  or  modified  proposal in writing  with  a  detailed
    explanation    of    Landlord's   objections    to    Tenant's
    modifications within seven (7) days after receipt of  Tenant's
    reminder  notice,  Landlord shall be deemed to  have  approved
    the Alterations proposed by Tenant.

          (b)   In   connection  with  any  Alteration:  (i)   the
     Alterations to be made will be constructed using materials of
     a  quality  and workmanship at least as good as the  original
     work; (ii) all such Alterations shall be performed in a  good
     and workmanlike manner, and shall be performed diligently  in
     a  commercially  reasonable  time  period  subject  to  force
     majeure  in compliance with all laws, legal requirements  and
     the  terms of all Permitted Encumbrances; (iii) all work done
     in  connection with any such Alteration shall comply  in  all
     material  respects  with all requirements  of  any  insurance
     policies  in  effect  with  respect  to  the  Premises   (the
     "Insurance Requirements"); (iv) Tenant shall pay when due all
     costs   and  expenses  of  any  such  Alteration,  and  shall
     discharge all liens filed against any of the Premises arising
     out  of  the same; (v) Tenant shall procure and pay  for  all
     permits  and  licenses required in connection with  any  such
     Alteration;  (vi) all such Alterations shall be the  property
     of  Landlord  and shall be subject to this Lease (except  for
     any  Alteration  which  constitutes Tenant's  Property);  and
     (vii) all Alterations shall be made under the supervision  of
     an architect or engineer selected by Tenant and in accordance
     with  plans  and specifications which shall be  submitted  to
     Landlord  prior  to  the  commencement  of  the  Alterations;
     provided,  however, Landlord shall have no right  to  approve
     such architect, engineer, plans or specifications, except  as
     expressly set forth in Section 10.1(a).

     10.2. MAINTENANCE AND REPAIR. During the Term, Tenant at  its
sole  cost  and expense, agrees to make all necessary repairs  and
replacements to the Improvements as often as required to keep  and
maintain  the  Premises  in good and safe  condition  and  repair.
Notwithstanding   any   provision  to   the   contrary,   Tenant's
obligations under this Section shall not include making any repair
or  improvement necessitated by the act of Landlord,  its  agents,
employees  or servants. If Tenant shall default in its obligations
under  this  Section 10.2, Landlord may, after  thirty  (30)  days
written  notice  to Tenant and failure by Tenant  to  perform  any
necessary repairs and replacements to the Improvements within such
thirty  (30)  day  period,  enter the Premises  to  commence  such
repairs  or replacement. All reasonable sums incurred by  Landlord
in connection with any such repair or replacement shall constitute
Additional  Rent payable by Tenant under this Lease and  shall  be
paid  by  Tenant  to  Landlord within ten (10)  days  of  Tenant's
receipt of a detailed invoice for such charges.

               11. CONDEMNATION AND CASUALTY DAMAGE

     11.1. SUBSTANTIAL TAKING. If all or substantially all of  the
Premises  is  taken or appropriated for any public or quasi-public
use or purpose by any lawful power or authority by the exercise of
the  right of eminent domain or by virtue of condemnation or other
similar  proceedings,  including a  deed  given  in  lieu  thereof
("Taking"), other than a temporary Taking for a period of one  (1)
year or less, this Lease shall terminate as of the date possession
is required

                                14

by the condemning authority and Rent and all other charges and
costs payable hereunder shall be adjusted and paid to the
effective date of termination.

    11.2. OTHER TAKING.

         (a)  If there shall be a Taking, other than a temporary Taking for
    a  period  of  one (1) year or less, of (i) a portion  of  the
    Building, (ii) twenty percent (20%) or more of the parking area of
    the Premises, or (iii) any material part of a driveway or roadway
    necessary for access to the Premises, and in Tenant's reasonable
    judgment  such Taking under clauses (i), (ii) or (iii),  would
    render the Premises (or the remainder thereof) unsuitable for the
    conduct  of Tenant's business, Tenant shall have the right  to
    terminate this Lease as of the date possession is required by the
    condemning authority by giving notice to that effect to Landlord
    within sixty (60) days after notice to Tenant of the date such
    possession is required. In such event, Rent and all other charges
    and  costs payable hereunder shall be adjusted and paid to the
    effective date of termination.

         (b)  If only a portion of the Premises is subject to a Taking and
    Tenant  is not entitled to or shall not exercise its right  to
    terminate this Lease pursuant to Section 11.2(a), this Lease shall
    continue in full force and effect, and there shall be no abatement
    or reduction of Rent payable hereunder. Tenant shall make any and
    all repairs and restorations to the remainder of the Premises to
    the extent necessary to render the same a complete architectural
    unit suitable for Tenant's use.

    11.3.  COMPENSATION. (a) In the event that all or any  portion
of  the Premises is subject to a Taking, Landlord and Tenant shall
cooperate  to  maximize  the  amount  of  the  recovery  from  the
condemning   authority.  If  the  recovery  from  the   condemning
authority  is  paid into a common fund or paid only  to  Landlord,
such  recovery shall be allocated as follows and in the  following
priority:  (i) so long as no Event of Default shall have  occurred
and  be continuing, to Tenant for the cost of any repairs required
pursuant  to Section 11.2(b), subject, however, to the  provisions
of   Section  11.3(b)  hereof;  (ii)  to  Landlord,  that  portion
allocable to Land which is taken; (iii) to Landlord, that  portion
allocable  to  Improvements which are taken; (iv) to Tenant,  that
portion allocable to Tenant's Property or Tenant's relocation  and
moving expenses; and (v) to Landlord, the balance. Notwithstanding
the  foregoing, all proceeds from a temporary Taking shall be  (A)
paid  to  Tenant if this Lease is not terminated and (B) equitably
allocated  between  Landlord  and  Tenant  as  of  the   date   of
termination  if this Lease is terminated. The provisions  of  this
Section  shall survive any termination of this Lease  pursuant  to
Sections 11.1 or 11.2(a).

         (b)  If  the  proceeds from a Taking, and  the  estimated
    costs  of  repairs  to  be performed  by  Tenant  pursuant  to
    Section  11.2(b),  exceeds  One Hundred  Twenty-five  Thousand
    Dollars  ($125,000.00), then such proceeds shall  be  held  by
    Landlord  or Landlord's Lender, and Landlord shall  cause  the
    proceeds  to  be paid out from time to time to Tenant  as  the
    work progresses, subject to each of the following conditions:

              (i)  Each request for payment shall be made  on  not
         less  than  ten  (10)  business  days'  prior  notice  to
         Landlord,  and  shall  be  accompanied  by  an  officer's
         certificate  stating (A) that no Event of Default  exists
         under  this  Lease  and  (B) that the  sum  requested  is
         validly  required  to reimburse Tenant  for  payments  by
         Tenant

                                15

       to  complete the repair work, or is validly due  to  the
       contractor,   subcontractors,   materialmen,   laborers,
       engineers,   architects  or  other   persons   rendering
       services  or  materials for the  work  (giving  a  brief
       description of such services and materials). At the time
       of disbursement, no Event of Default shall have occurred
       and be continuing.

            (ii) Each request for payment shall be accompanied by waivers of
       lien reasonably satisfactory to Landlord covering that part of
       the work for which payment or reimbursement has been made as of
       the date shown on the current request.

            (iii)     Landlord shall release to Tenant the amount requested
       by Tenant, subject to the amount retained by Landlord in
       accordance with subsection (iv) below, within ten (10) business
       days of Tenant's satisfaction of the items set forth  in
       subsection (i) and (ii) above. Disbursements shall be made not
       more frequently than once every thirty (30) days.

            (iv) Except and to the extent that Tenant is already retaining a
       like amount from its contractors, Landlord (or Landlord Lender)
       may retain ten percent (10%) of the proceeds as retainage until
       the repairs and restoration are substantially complete.

            (v)  Proceeds held by Landlord in accordance with this Section
       shall be held in an interest bearing account and any interest
       earned on the proceeds shall be a part of the proceeds, and
       shall be disbursed in accordance with this Lease. Landlord shall
       take  any  interest earned into account for purposes  of
       determining its federal income tax liability, if any, and shall
       pay any income taxes thereon.

  11.4. CASUALTY DAMAGE.

       (a)  If  the  Improvements or any  portion  thereof  are
  damaged  or destroyed by fire or other casualty ("Casualty"),
  and  this Lease is not terminated pursuant to Section 11.4(b)
  below,  Tenant  shall,  promptly and diligently  repair  such
  damage and restore the Improvements as nearly as possible  to
  the  condition which existed prior to the occurrence of  such
  Casualty   or   to  any  comparable  or  improved   condition
  consistent  with Tenant's or Franchisor's then-current  store
  design  and this Lease shall remain in full force and  effect
  and  Tenant shall continue to pay Rent. Tenant promptly shall
  commence  and  diligently pursue to  completion  the  repair,
  restoration  and  replacement of  the  damaged  or  destroyed
  Improvements,  due allowance being made for  time  needed  to
  obtain permits, adjust insurance and for delay on account  of
  events  of  force  majeure.  Such  repair,  restoration   and
  replacement  shall  be  performed  in  accordance  with   all
  applicable    laws,   legal   requirements   and    Permitted
  Encumbrances. Tenant shall be responsible for the  repair  or
  replacement  of  any  Tenant's  Property  damaged   by   such
  Casualty.  As  used in this Lease the word "destroyed"  shall
  mean  completely  destroyed  above  the  foundation,  or   so
  substantially  damaged  as  to  require  demolition  to   the
  foundation,  or  such  other severity of  damage  as  may  be
  established or imposed by


                                16

    applicable  governmental law or ordinance which, if  suffered,
    would  constitute  total  destruction  or  require  demolition
    before repair or reconstruction may commence.

         (b)  If the Improvements or any portion thereof is damaged or
    destroyed (i) during the last two (2) Lease Years of the Term (or
    the Term as then extended) to the extent of twenty-five percent
    (25%) or more of the replacement value thereof (exclusive of the
    foundation) immediately prior to such Casualty; or (ii) by a cause
    or peril which is not covered by the property insurance required
    to be carried pursuant to Section 12.1(b)  (excluding any cause or
    peril  arising from any act of Tenant or any of  its  members,
    managers, officers, directors, employees, contractors, agents,
    representatives, subtenants or assignees) or other insurance which
    is then customarily being carried by a commercially reasonable
    prudent  operator of a facility similar to the Premises;  then
    Tenant  shall have the right to terminate this Lease by giving
    notice to that effect ("Termination Notice") to Landlord within
    one  hundred  twenty (120) days after the  occurrence  of  the
    Casualty, in which event termination shall be effective as of the
    date of such Casualty if the Building is destroyed and otherwise
    as  of  the  date  Tenant vacates the Premises following  such
    Casualty.

         (c)  If this Lease is terminated pursuant to this Section 11.4,
    Rent and all other charges and costs payable hereunder shall be
    adjusted and paid to the effective date of termination, and all
    proceeds of any insurance with respect to the Premises (exclusive
    of Tenant's Property, which shall be paid to Tenant) shall be paid
    to Landlord.

                           12. INSURANCE

    12.1.  BY TENANT. Tenant, at its sole cost and expense,  shall
obtain  and  maintain (or cause to be obtained and maintained,  as
the case may be) the following insurance during the Term:

          (a)  Commercial general public liability insurance with limits of
    not less than Five Million and No/100 Dollars ($5,000,000.00) per
    occurrence.

          (b)  All-risk property insurance covering all Improvements
    constituting part of the Premises, including the Building, all
    Alterations and other improvements (excluding Tenant's Property),
    in  an amount not less than one hundred percent (100%) of  the
    replacement cost thereof, including (i) ordinance or law coverage
    including any amounts necessary to replace the undamaged portion
    of the Building, to cover cost increases arising from changes in
    building codes or other ordinances or laws and to cover costs of
    debris removal, and (ii) boiler and machinery coverage;

          (c)  Property insurance covering Tenant's Property in such amounts
    as Tenant deems necessary or desirable;

          (d)  A liquor liability policy with limits of not less than Five
    Million and No/100 Dollars ($5,000,000.00) per occurrence and Five
    Million and No/100 Dollars ($5,000,000.00) in the aggregate;


                                17

         (e)  Workers' compensation and employer's liability insurance as
    required by applicable law;

         (f)  Insurance against loss or damage from explosion of any steam
    or pressure boilers or similar apparatus located in or about the
    Improvements in an amount not less than the actual replacement
    cost  of  the  Improvements and equipment located  within  the
    Improvements;

         (g)  If any portion of the improvements is located in an area
    designated by the Federal Emergency Management Association  as
    having special flood and mud slide hazards, flood insurance in the
    maximum available amount; and

         (h)  Loss of rent insurance in amounts sufficient to compensate
    Landlord for all Base Rent, Additional Rent and other  amounts
    payable  hereunder for a period of not less than  twelve  (12)
    months, the amount of such coverage to be adjusted annually to
    reflect the Base Rent, Additional Rent and other amounts payable
    during the succeeding twelve (12) month period.

    12.2.   GENERAL  REQUIREMENTS.  All  insurance  (and  renewals
thereof)  required by this Article shall be issued by  responsible
insurance carriers authorized to do business in the State in which
the  Premises is located and having a claims paying ability rating
of  not  less  than "A-" by Standard & Poor's Rating  Services,  a
division  of The McGraw-Hill Companies, Inc. Each policy (and  any
renewal  thereof) shall expressly provide that  it  shall  not  be
cancelled  or  changed without at least thirty  (30)  days'  prior
written  notice  to  all  parties insured or  named  therein.  The
insurance  described  in Sections 12.1(a) and  (d)  shall  include
Landlord  and  Landlord's Lender, if any, as additional  insureds.
The  insurance provided under Sections 12.1(b), (f) and (g)  shall
name Landlord each Landlord Lender as a loss payee with respect to
any losses, and any proceeds paid to Landlord thereunder shall  be
held  and  disbursed by Landlord on the same terms  as  those  set
forth  in Section 11.3 (except that proceeds from losses  of  less
than One Hundred Twenty-five Thousand Dollars ($125,000) shall  be
paid to Tenant; provided that no Event of Default has occurred and
is continuing). In the event of any Tenant financing, the interest
of  Landlord  and  Landlord's Lender, if any, under  the  property
insurance  described in Sections 12.1(b), (f)  and  (g)  shall  be
senior  to the interest of any Tenant Lender. All of the insurance
required by this Article shall be primary and noncontributing with
any  insurance which may be carried by the Landlord, shall  afford
coverage  for  all  claims based on any act,  omission,  event  or
condition which occurs or arises during the policy period, and may
be  obtained  by endorsement on blanket policy(ies)  of  insurance
carried  and maintained by Tenant. Upon issuance and each  renewal
thereof,  Tenant  shall deliver to Landlord a certificate  thereof
and  reasonable  evidence of paid premium, failing which  Landlord
shall have the right from time to time after no less than ten (10)
days'  notice (except that if any insurance required under Section
12.1  has  lapsed, no prior notice shall be necessary)  to  effect
such insurance for no more than one (1) year and all premiums paid
by Landlord shall be reimbursed by Tenant upon written demand. The
amount of insurance coverage required in Sections 12.1(a) and  (d)
above each shall be subject to increase from time to time (but not
more  frequently than once every five (5) years) and upon not less
than  ninety  (90)  days prior notice therefor  from  Landlord  to
Tenant;  provided that (y) such additional coverage is  comparable
and  not  more  than  that commonly carried by owners  of  similar
properties in the metropolitan vicinity of the Premises,  and  (z)
such

                                18

additional coverage is available at commercially reasonable rates.
Landlord  shall have no interest in any insurance proceeds  Tenant
receives  for  Tenant's  Property  and  Landlord  shall  sign  all
documents  which  are necessary or appropriate in connection  with
the  settlement  of any claim or loss by Tenant  with  respect  to
Tenant's Property.

     12.3. MUTUAL WAIVER OF SUBROGATION. Tenant agrees to have all
policies  of fire and extended coverage insurance now or hereafter
carried  by  it with respect to the Improvements endorsed  with  a
clause  substantially  as follows: "This insurance  shall  not  be
invalidated should the insured waive in writing prior  to  a  loss
any or all rights of recovery against any party for loss occurring
to  the property described herein." The obligation to obtain  such
an  endorsement  shall be subject to the availability  thereof  at
commercially  reasonable rates. Landlord and Tenant  hereby  waive
all claims for recovery from each other for any loss or damage  to
it  or  any  of  its property insured under valid and  collectible
insurance  policies to the extent of the proceeds collected  under
such insurance policies.

                   13. ASSIGNMENT AND SUBLETTING

     13.1.  CONSENT REQUIRED. Except as provided in  Section  13.2
below  and  Tenant financing pursuant to Article 20 below,  Tenant
shall  not  sell, encumber, assign or transfer this Lease  or  any
interest  herein,  nor  sublet all or any  part  of  the  Premises
without the prior written consent of Landlord which shall  not  be
unreasonably  withheld, conditioned or delayed  so  long  as  such
proposed  assignee  or  subtenant  is  a  capable  operator  of  a
restaurant   facility   and   has  a   financial   condition   and
creditworthiness sufficient to meet the financial  obligations  of
Tenant  under  this  Lease.  With  respect  to  an  assignment  or
subletting for which Landlord's consent is required, the following
provisions shall apply:

               (i)  there shall be submitted to Landlord current financial
         information and information regarding the business reputation and
         experience regarding the proposed assignee/sublessee;

               (ii) the business reputation and experience of the proposed
          assignee or sublessee (or the principals or owners thereof) shall
          meet or exceed generally acceptable commercial standards for like
          properties;

               (iii)     in the case of an assignment, the proposed assignee
         shall agree in writing to assume and abide by all terms and
         provisions of this Lease from and after the date of  such
         assignment; and

               (iv) no Event of Default shall have occurred and be continuing.

     Landlord  agrees  to respond within twenty  (20)  days  after
receipt   of  Tenant's  written  request  for  Landlord's  consent
(together   with  the  information  specified  above   and   other
information  reasonably  requested  by  Landlord)  to  a  proposed
assignment  or sublet and submission of the financial  information
and  business  qualifications  of the proposed  assignee/sublessee
pursuant  to clauses (i) and (ii) above. Any disapproval shall  be
explained in writing. If Landlord fails to respond or explain  its
disapproval  by  the expiration of said twenty  (20)  day  period,
Tenant  may  give  to  Landlord  a reminder  notice  stating  that
Landlord's  failure to respond within ten (10) days after  receipt
of such reminder notice shall be deemed to constitute

                                19

Landlord's  approval  of  the  transaction  in  question,  and  if
Landlord  shall fail to respond or explain its disapproval  within
ten   (10)  days  after  receipt  of  such  reminder  notice,  the
transaction  which is the subject of Tenant's notice  to  Landlord
shall be deemed approved. Consent by Landlord to any assignment or
subletting  shall  not  waive the necessity  for  consent  to  any
subsequent  assignment or subletting for which Landlord's  consent
is required by this Section.

    13.2.   PERMITTED  TRANSFER.  Tenant  shall  have  the  right,
without  any cost, fee or payment to Landlord (other than  as  set
forth  in  Section  13.4  below), to sublet  any  portion  of  the
Premises,  or  to  transfer and assign Tenant's right,  title  and
interest  in this Lease, without Landlord's prior written consent,
to  the  following  persons and entities in the  following  events
(each,  a "Permitted Transfer"): (i) to Franchisor or Franchisor's
affiliate;  (ii)  to  another licensed franchisee  of  Franchisor;
(iii)  to  a parent, subsidiary, affiliate or division of  Tenant,
Apple  American  Group LLC ("AAG") or their respective  investors;
(iv)  to  any  entity that acquires, by merger,  consolidation  or
otherwise, all or substantially all of the ownership interests  in
and  control of, Tenant or AAG (provided that no Event of  Default
shall have occurred and be continuing) or of Franchisor; or (v) to
any  entity  that  acquires all or substantially all  of  Tenant's
assets  (excluding  the  Distinctive  Property)  or  AAG's  assets
(provided  that  no Event of Default shall have  occurred  and  be
continuing). A direct or indirect transfer of all or any  interest
in  AAG  shall  not be deemed a sale, encumbrance,  assignment  or
transfer  of  this  Lease  or any interest  herein.  A  direct  or
indirect  transfer by AAG of all or any interest in  Tenant  shall
not  be deemed a sale, encumbrance, assignment or transfer of this
Lease or any interest therein; provided, that the transferee is  a
party  to  whom,  if  the lessee's interest  in  this  Lease  were
transferred  to  such  party,  such transfer  would  constitute  a
Permitted  Transfer. For purposes of this Section 13.2, references
to  Tenant,  Franchisor and AAG shall be deemed to  include  their
respective successors and assigns.

    13.3.  GENERAL  PROVISIONS. In the case  of  any  sublease  or
assignment of this Lease, Tenant shall submit an executed copy  of
the sublease or assignment instrument to Landlord. Notwithstanding
anything to the contrary which may be provided in this Lease,  (a)
the Tenant making any assignment or sublease shall not be released
from  any liability under this Lease as a result of any assignment
or  sublease  made pursuant to Section 13.1, and  (b)  the  Tenant
assigning  all of its right, title and interest under  this  Lease
(and   any  predecessor  Tenant  that  has  not  theretofore  been
released)  shall be released from all future liability under  this
Lease  in  connection with any assignment of all of such assigning
Tenant's  right,  title and interest in this  Lease  described  in
subsections (i), (ii), (iv) and (v) of Section 13.2, provided that
(i)  the  assignee  of  an  assignment or  transfer  described  in
subsections  (i),  (ii),  and  (v) of  Section  13.2  assumes  all
obligations  under  this  Lease  pursuant  to  an  assignment  and
assumption  agreement in the form attached as Schedule  1  to  the
Guaranty  attached  as Exhibit D hereto, and (ii)  if  the  Tenant
making   the  assignment  is  not  the  originally  named   Tenant
hereunder, such assigning Tenant (and any predecessor Tenant  that
has  not theretofore been released) shall not be released  in  the
case  of  an  assignment  or transfer of such  assigning  Tenant's
right,  title  and interest in this Lease to (X) any  entity  that
acquires,   by   merger,  consolidation  or  otherwise,   all   or
substantially  all of the ownership interests in and  control  of,
such  assigning Tenant pursuant to subsection (iv) of Section 13.2
above  other  than  with  respect to  Franchisor  or  Franchisor's
affiliate,  or  (Y) any entity that acquires all or  substantially
all  of such assigning Tenant's assets pursuant to subsection  (v)
of  Section  13.2  above, unless the assignee or  transferor  will
directly  or  indirectly  hold,  after  giving  effect   to   such
assignment or transfer, all or substantially all of the assets  of
the

                                20

originally named Tenant hereunder. Landlord shall not be  entitled
to  any consideration in connection with any assignment or sublet.
Unless  expressly  released pursuant to  the  provisions  of  this
Section  13.3,  a  Tenant  which assigns, subleases  or  otherwise
transfers its interest in this Lease or the Premises shall  remain
fully liable for all of the obligations, duties and liabilities of
the  Tenant  under  this  Lease  following  any  such  assignment,
sublease or other transfer.

     13.4.  COSTS  AND  FEES. Tenant shall  not  be  obligated  to
reimburse  Landlord  for  any cost, fee  or  payment  incurred  by
Landlord or Landlord's Lender in connection with any requests  for
approval  of  an assignment of this Lease or any sublease  of  the
Premises  other  than  reasonable costs and expenses  incurred  by
Landlord  and  Landlord  Lender  (including,  without  limitation,
reasonable attorneys' fees and disbursements); provided,  however,
that if the assigning Tenant is Franchisor, a Franchisor affiliate
or   an  authorized  franchisee  of  Franchisor  (other  than  the
originally  named Tenant hereunder), no such cost, fee or  payment
shall be due or payable by such entity.


                      14. INDEMNIFICATION

     14.1. INDEMNIFICATION OF LANDLORD.

               (i)   TENANT   AGREES  TO  DEFEND,  PAY,   PROTECT,
          INDEMNIFY,   SAVE   AND  HOLD  HARMLESS   LANDLORD   AND
          LANDLORD'S  INDEMNITEES (AS DEFINED  IN  SECTION  5.2(B)
          ABOVE) FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES,
          DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING,  WITHOUT
          LIMITATION,    REASONABLE    ATTORNEYS'     FEES     AND
          DISBURSEMENTS), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS
          OR JUDGMENTS OF ANY NATURE WHATSOEVER, HOWSOEVER CAUSED,
          ARISING  OR  ALLEGED TO ARISE FROM THE PREMISES  OR  THE
          USE,   NON-USE,   OCCUPANCY,  CONDITION,   CONSTRUCTION,
          MAINTENANCE,  REPAIR OR REBUILDING OF THE PREMISES,  ANY
          BREACH OF THIS LEASE ON THE PART OF TENANT OR LANDLORD'S
          ENFORCEMENT  OF  THE PROVISIONS OF THIS LEASE,  AND  ANY
          INJURY TO OR DEATH OF ANY PERSON OR PERSONS OR ANY  LOSS
          OF  OR DAMAGE TO ANY PROPERTY, REAL OR PERSONAL, IN  ANY
          MANNER   ARISING  THEREFROM,  CONNECTED   THEREWITH   OR
          OCCURRING  THEREON, AND ANY CLAIMS, DEMANDS,  CAUSES  OF
          ACTION,  SUITS  OR JUDGMENTS BY THIRD PARTIES  RESULTING
          FROM  VIOLATIONS OR ALLEGED VIOLATIONS BY TENANT OR  ANY
          SUBTENANT  OF  ANY  PROVISION OF THIS LEASE,  ANY  LEGAL
          REQUIREMENT,  ANY OTHER LEASE OR AGREEMENT  RELATING  TO
          THE  PREMISES,  OR ANY OTHER CONTRACT  OR  AGREEMENT  TO
          WHICH TENANT OR ANY SUBTENANT IS A PARTY, WHETHER OR NOT
          LANDLORD  OR  LANDLORD'S  LENDER  HAS  OR  SHOULD   HAVE
          KNOWLEDGE OR NOTICE OF THE DEFECT OR CONDITIONS, IF ANY,
          CAUSING  OR  CONTRIBUTING TO SAID INJURY,  DEATH,  LOSS,
          DAMAGE,  LIABILITY,  PENALTY, COST,  EXPENSE,  CAUSE  OF
          ACTION, SUIT, DEMAND, JUDGMENT OR OTHER CLAIM; EXCEPT TO
          THE EXTENT THAT ANY

                                21


       SUCH  LIABILITY, LOSS, DAMAGE, PENALTY,  COST,  EXPENSE,
       CAUSE OF ACTION, SUIT, CLAIM, DEMAND OR JUDGMENT IS  THE
       RESULT  OF  THE  WILLFUL  MISCONDUCT  OR  NEGLIGENCE  OF
       LANDLORD OR ANY LANDLORD INDEMNITEE. IN CASE ANY  ACTION
       OR   PROCEEDING  IS  BROUGHT  AGAINST  LANDLORD  OR  ANY
       LANDLORD'S  INDEMNITEE  BY  REASON  OF  ANY  SUCH  CLAIM
       AGAINST WHICH TENANT HAS AGREED TO DEFEND, PAY, PROTECT,
       INDEMNIFY,  SAVE  AND  HOLD  HARMLESS  PURSUANT  TO  THE
       PRECEDING  SENTENCE, TENANT COVENANTS UPON  NOTICE  FROM
       LANDLORD  OR  ANY LANDLORD'S INDEMNITEE TO  RESIST  SUCH
       ACTION  OR PROCEEDING AND DEFEND LANDLORD AND LANDLORD'S
       INDEMNITEE  IN  SUCH  ACTION  OR  PROCEEDING,  WITH  THE
       EXPENSES  OF  SUCH DEFENSE PAID BY TENANT, AND  LANDLORD
       WILL  COOPERATE AND ASSIST IN THE DEFENSE OF SUCH ACTION
       OR  PROCEEDING  IF  REASONABLY REQUESTED  SO  TO  DO  BY
       TENANT.


            (ii) The obligations of Tenant under this Section
       14.1 shall survive the termination or expiration of this
       Lease.

  14.2. INDEMNIFICATION OF TENANT.

            (i)   LANDLORD  AGREES  TO  DEFEND,  PAY,  PROTECT,
       INDEMNIFY,  SAVE  AND HOLD HARMLESS TENANT,  ANY  TENANT
       LENDER,  AND THEIR RESPECTIVE MEMBERS AND ITS AND  THEIR
       RESPECTIVE   MEMBERS,  MANAGERS,  OFFICERS,   EMPLOYEES,
       DIRECTORS,    SHAREHOLDERS    AND    AGENTS     ("TENANT
       INDEMNITEES") FROM AND AGAINST ANY AND ALL  LIABILITIES,
       LOSSES,  DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING,
       WITHOUT  LIMITATION,  REASONABLE  ATTORNEYS'  FEES   AND
       DISBURSEMENTS), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS
       OR JUDGMENTS OF ANY NATURE WHATSOEVER, HOWSOEVER CAUSED,
       ARISING  OR  ALLEGED TO ARISE FROM ANY  BREACH  OF  THIS
       LEASE   ON   THE  PART  OF  THE  LANDLORD  OR   TENANT'S
       ENFORCEMENT  OF  THE PROVISIONS OF THIS LEASE,  AND  ANY
       INJURY TO OR DEATH OF ANY PERSON OR PERSONS OR ANY  LOSS
       OF  OR DAMAGE TO ANY PROPERTY, REAL OR PERSONAL, IN  ANY
       MANNER  ARISING FROM OR CONNECTED WITH LANDLORD'S BREACH
       OF  THIS LEASE OR TENANT'S ENFORCEMENT OF THE PROVISIONS
       OF THIS LEASE OR OCCURRING ON THE PREMISES TO THE EXTENT
       CAUSED  BY  THE  WILLFUL  MISCONDUCT  OR  NEGLIGENCE  OF
       LANDLORD OR ANY LANDLORD INDEMNITEE. IN CASE ANY  ACTION
       OR  PROCEEDING  IS  BROUGHT AGAINST TENANT  OR  TENANT'S
       INDEMNITEE  BY  REASON OF ANY SUCH CLAIM  AGAINST  WHICH
       LANDLORD  HAS AGREED TO DEFEND, PAY, PROTECT, INDEMNIFY,
       SAVE   AND  HOLD  HARMLESS  PURSUANT  TO  THE  PRECEDING
       SENTENCE, LANDLORD COVENANTS UPON NOTICE FROM TENANT  OR
       TENANT'S INDEMNITEE TO RESIST SUCH ACTION


                            22


         OR  PROCEEDING AND DEFEND TENANT AND TENANT'S  INDEMNITEE
         IN  SUCH ACTION OR PROCEEDING, WITH THE EXPENSES OF  SUCH
         DEFENSE  PAID BY LANDLORD, AND TENANT WILL COOPERATE  AND
         ASSIST  IN  THE  DEFENSE OF SUCH ACTION OR PROCEEDING  IF
         REASONABLY REQUESTED SO TO DO BY LANDLORD.

              (ii)The obligations of Landlord under this Section
         14.2 shall survive the termination or expiration of this
         Lease.

                       15. DEFAULT; REMEDIES

     15.1. DEFAULT BY TENANT. Each of the following shall
constitute an Event of Default (herein so called) by Tenant under
this Lease:

              (i)  Tenant fails to pay any installment of Base Rent in full
         under this Lease within five (5) days after notice from Landlord
         that such payment was not received when due;

              (ii) Tenant fails to pay any installment of Additional Rent in
         full under this Lease within ten (10) days after notice from
         Landlord that such payment was not received when due;

              (iii)     Tenant fails to observe or perform any other provision
         of this Lease required to be observed or performed by Tenant and
         does not cure such failure within thirty (30) days after notice
         thereof from Landlord; provided, that if such default is not
         capable of being cured within thirty (30) days and Tenant promptly
         commences such cure, said thirty (30) day period shall be extended
         so long as Tenant diligently and continuously pursues such cure;

              (iv) Tenant or any guarantor of Tenant's obligations under this
         Lease (a "Guarantor") makes a general assignment for the benefit
         of creditors;

              (v)  A receiver or trustee of Tenant or any Guarantor or any of
         their respective assets is appointed by entry of an order by a
         court of competent jurisdiction and the same is not vacated,
         discharged or dismissed within sixty (60) days thereafter;

             (vi) A petition for relief is filed by Tenant or any Guarantor
         under any bankruptcy or insolvency law seeking a plan of
         reorganization or arrangement under any law relating to
         bankruptcy, or any such petition is filed against Tenant or any
         Guarantor and same is not dismissed, discharged or vacated within
         sixty (60) days thereafter;

              (vii)     The interest of Tenant in the Premises is sold under
         execution or other legal process;

              (viii)    Tenant fails to maintain any insurance required under
         Section 12.1  of this Lease within five (5) days after notice from
         Landlord of such failure; or

                                23


            (ix) Tenant assigns this Lease or subleases any
       portion of the Premises in violation of Section 13 of
       this Lease.

  15.2. LANDLORD'S REMEDIES.

       (a)  Upon  the  occurrence of an Event of Default  under
  Section  15.1, Landlord shall have the following  rights  and
  remedies,  subject  to  the rights of  Franchisor  or  Tenant
  Lender under the provisions of Section 15.3 and Section 20.2:

            (i)  To terminate this Lease and Tenant's right of possession of
       the Premises by giving notice of such election to Tenant, in
       which event (A) Tenant shall immediately surrender possession
       thereof to Landlord, failing which Landlord may re-enter and
       take possession of the Premises and expel or remove Tenant and
       any other occupant(s) thereof in accordance with applicable law
       ("Reentry"), and (B) Tenant shall have no further claim thereon
       or hereunder;

            (ii) To terminate Tenant's right of possession of the Premises
       without terminating this Lease by giving notice of such election
       to Tenant, in which event (A) Tenant shall immediately surrender
       possession thereof to Landlord, failing which Landlord may
       exercise the right of Reentry, and (B) Landlord shall have the
       right to occupy the Premises for and on account of Tenant and to
       collect any unpaid rentals and other charges which have or may
       thereafter become due and payable;

             (iii)     To exercise the rights described in clause (ii) above
       and thereafter elect to terminate this Lease and all of Tenant's
       rights in or to the Premises by giving notice of such election
       to Tenant; or

             (iv) To exercise any other right or remedy now or hereafter
       existing by law or in equity.

       (b)  If  Landlord  reenters the  Premises  under  clause
  (a)(ii)  above,  such  reentry or  any  action,  in  unlawful
  detainer  or otherwise, to obtain possession of the  Premises
  shall  not  be  deemed  to  be an  election  by  Landlord  to
  terminate  this Lease, or Tenant's liability to pay  rent  or
  other charges thereafter accruing, or Tenant's liability  for
  damages  under any provisions hereof, unless Landlord  elects
  to  terminate  this Lease by written notice  to  that  effect
  given  to  Tenant.  Tenant  covenants  that  the  service  by
  Landlord  of  any  notice pursuant to the  unlawful  detainer
  statutes  of  the State in which the Premises is located  and
  the surrender of possession pursuant to such notice shall not
  be  deemed to be a termination of this Lease, unless Landlord
  elects to the contrary by written notice to that effect given
  to  Tenant  at the time of or after the service of  any  such
  statutory notice. If Landlord reenters or takes possession of
  the  Premises  as aforesaid, Landlord shall have  the  right,
  subject  to  the provisions of this Lease, including  without
  limitation,  the  provisions  of  Section  16.2,  to   remove
  therefrom  all  or any part of the personal property  located
  therein and may dispose of or place the same in storage at  a
  public warehouse at the expense and risk of Tenant; provided,
  however,  that  Landlord  shall not be  obligated  to  remove
  and/or dispose of any such personal property.

                                24


       (c)  If Landlord elects to reenter the Premises under clause
  (a)(ii)  above and takes possession of the Premises, Landlord
  may,  but except to the extent required by applicable law  or
  court order, shall not be obligated to, relet the Premises for a
  term,  rate and upon such other provisions as Landlord  deems
  appropriate. If Landlord so reenters and takes possession of the
  Premises, Landlord may decorate, repair and alter the Premises
  to the extent Landlord deems appropriate for purposes of such
  reletting. If Landlord is unable to so relet the Premises, then
  Tenant shall pay to Landlord monthly on the first day of each
  month during the period that Tenant's right to possession  is
  terminated, a sum equal to the Rent due under this Lease  for
  that month. If the Premises are relet, Landlord shall apply the
  rents therefrom first to payment of Landlord's expenses incurred
  by reason of Tenant's default, second, to payment of Landlord's
  expenses of reletting, including without limitation, brokerage
  fees and reasonable attorneys' fees, and third, to payment of
  Rent due from Tenant under this Lease. All sums expended  and
  concessions granted to any new tenant shall be amortized on a
  straight -line basis over the term of the new lease and Tenant's
  liability therefor shall be limited to that portion attributable
  to the unexpired term of this Lease. If the sums received from
  such reletting are insufficient to satisfy the payment of Rent
  due  from Tenant under this Lease for any month, Tenant shall
  remain liable for the deficiency. If the sums received from such
  reletting exceed the Rent otherwise due from Tenant  for  any
  month,  Tenant shall have no rights thereto except that  such
  excess amounts shall be applied against Rent subsequently due
  under  this  Lease.  No such reletting by Landlord  shall  be
  considered to be (A) for Landlord's own account unless and until
  Landlord notifies Tenant that this Lease has been terminated,
  and  (B)  an acceptance of Tenant's surrender of the Premises
  unless and until Landlord so notifies Tenant.

       (d)   In  the event of any termination of this Lease  or
  repossession of any of the Premises after the occurrence of an
  Event  of  Default, Tenant shall pay to Landlord  Base  Rent,
  Additional Rent and all other sums required to be paid by Tenant
  to and including the date of such termination or repossession
  and, thereafter, Tenant shall, until the end of what would have
  been  the  Term  in  the  absence  of  such  termination   or
  repossession, and whether or not any of the Premises shall have
  been relet, be liable to Landlord for and shall pay to Landlord
  as  liquidated  and agreed current damages:  (i)  Base  Rent,
  Additional Rent and all other sums which would be payable under
  this  Lease  by Tenant in the absence of such termination  or
  repossession,  less (ii) the net proceeds,  if  any,  of  any
  reletting pursuant to Section 15.2(c), after deducting from such
  proceeds  all of Landlord's reasonable expenses in connection
  with  such  reletting  (including  without  limitation,   all
  reasonable  repossession costs, brokerage commissions,  legal
  expenses, attorneys' fees, costs of Alteration and expenses of
  preparation for reletting). Tenant hereby agrees  to  be  and
  remain liable for all sums aforesaid and Landlord may recover
  such damages from Tenant and institute and maintain successive
  actions or legal proceedings against Tenant for the recovery of
  such  damages. Nothing herein contained shall  be  deemed  to
  require Landlord to wait to begin such action or other  legal
  proceedings until the date when the Term would have expired had
  there been no such Event of Default.

       (e)  At any time after such termination of this Lease pursuant
  to  Section  15.2(a)(i) or pursuant to law,  whether  or  not
  Landlord shall have recovered any

                             25

 amounts  under  Section 15.2(c) or 15.2(d), Landlord,  at  its
 option,  shall be entitled to recover from Tenant  and  Tenant
 shall  pay  to Landlord, on demand, as and for liquidated  and
 agreed  final damages for Tenant's default, (i) the amount  by
 which   the  Base  Rent  and  all  Additional  Rent   reserved
 hereunder  for  the  unexpired portion  of  the  Term  demised
 herein  as  if  the Lease had not expired or  been  terminated
 exceeds  the  then  fair and reasonable rental  value  of  the
 Premises  for the same period, discounted to present worth  at
 the  prime rate (as defined in Section 24.6), minus  any  such
 monthly  deficiencies  previously recovered  from  Tenant  for
 such  unexpired  portion  of  the Term  demised  herein  under
 Section  15.2(c),  plus  (ii) all reasonable  legal  fees  and
 other  costs and expenses incurred by Landlord as a result  of
 Tenant's  default  under this Lease and the  exercise  of  any
 rights and remedies hereunder.

      (f)  If any statute or rule of law governing a proceeding
 in which such liquidated final damages provided for in Section
 15.2(e) are to be proved shall validly limit the amount thereof
 to  an amount less than the amount above agreed upon, Landlord
 shall  be entitled to the maximum amount allowable under  such
 statute or rule of law.

      (g)  Mention in this Lease of any particular remedy shall not
 preclude Landlord from any other remedy at law or in equity. No
 right or remedy conferred upon or reserved to Landlord in this
 Lease is intended to be exclusive of any other right or remedy;
 and each and every right and remedy shall be cumulative and in
 addition to any other right or remedy contained in this Lease.
 No delay or failure by Landlord or Tenant to enforce its rights
 under this Lease shall be construed as a waiver, modification or
 relinquishment thereof. Tenant waives any rights of redemption
 granted by any laws if Tenant is evicted or dispossessed, or if
 Landlord obtains possession of the Premises by reason  of  the
 violation by Tenant of any of the terms of this Lease.

 15.3. FRANCHISOR RIGHTS.

      (a)  Landlord agrees to send a copy of any notice of default
 required  or permitted to be given to Tenant under this  Lease
 simultaneously to Franchisor at the last address for Franchisor
 furnished to Landlord by Franchisor in writing; provided, that
 the failure to send such notice shall not limit Tenant's default
 or  Landlord's remedies with respect thereto, or make Landlord
 liable for any damages. If Franchisor has received timely notice
 of such default, (provided, that the failure to send such notice
 shall  not limit Tenant's default or Landlord's remedies  with
 respect thereto or impose any liability upon Landlord therefor),
 Landlord  agrees and consents to the curing of any default  of
 Tenant hereunder by Franchisor, provided that such cure is made
 by  Franchisor within the time set forth in Section  15.1  for
 Tenant's  cure  (provided,  that  Franchisor  shall  have   an
 additional fifteen (15) days to cure a default under  Sections
 15.1(i) and (ii), so long as Franchisor notifies Landlord within
 the cure periods set forth in such Sections that Franchisor will
 cure  such defaults). If Franchisor elects to cure any  Tenant
 default hereunder, Franchisor shall give notice to that effect
 to Landlord and Tenant simultaneously with such cure.

      (b)  Notwithstanding anything to the contrary stated herein, if
 an Event of Default has occurred (including the expiration of
 any applicable cure period), Landlord

                            26

     agrees  to  give  notice thereof to Franchisor  ("Termination
     Notice")  and  Landlord  will not  terminate  the  Lease  (as
     permitted hereunder) on account of such Event of Default  for
     a  period  of thirty (30) days, during which time  Franchisor
     shall  have  the right to lease the Premises  upon  the  same
     terms and conditions as this Lease, such election to be  made
     by   notice   to  that  effect  ("Franchisor  Notice")   from
     Franchisor  to  Landlord  prior to the  end  of  said  30-day
     period.  If  Franchisor exercises such right  by  giving  the
     Franchisor  Notice to Landlord by the time and in the  manner
     set  forth  in the immediately preceding sentence,  then  (i)
     Franchisor and Landlord shall promptly execute and deliver  a
     written  instrument  to  that effect; (ii)  Franchisor  shall
     become the tenant under this Lease with all of the rights and
     obligations  of  tenant commencing upon, first  accruing  and
     effective  only  from and after the date  of  the  Franchisor
     Notice;  provided, that Tenant shall not dispute such  action
     by  Franchisor  and shall acknowledge its  approval  of  such
     action   by  Franchisor;  (iii)  Franchisor  shall  have   no
     liability,  responsibility or obligation to pay or  otherwise
     cure  any default of Tenant existing prior the effective date
     of  exercise  by Franchisor of its rights in this subsection;
     provided,  that  if  Franchisor  has  received  notice   from
     Landlord  of  any Event of Default of Tenant  under  Sections
     15.1(i)  or  (ii),  Franchisor shall pay  any  Rent  due  and
     payable by Tenant accruing after the date Franchisor receives
     notice  of  any  such  Event  of Default;  and  (iv)  nothing
     contained herein shall restrict, limit, terminate,  waive  or
     otherwise  affect  Landlord's rights against  Tenant  or  any
     guarantor on account of Tenant's default. If Franchisor fails
     to  exercise such right on or before the expiration  of  said
     thirty  (30) day period, Landlord may pursue any  rights  and
     remedies  that  it  may  have against Tenant  on  account  of
     Tenant's  Event  of Default hereunder. Nothing  contained  in
     this Section shall be deemed to obligate Franchisor to assume
     this  Lease,  to  become  the tenant  hereunder  or  to  take
     possession of the Premises.

          (c)  In  the  event that Franchisor becomes  the  tenant
     under this Lease pursuant to the provisions of subsection (b)
     or  an  assignment under Section 13.2 above, Franchisor shall
     have  the right at any time thereafter upon prior notice  to,
     but  without  the prior consent of Landlord, to  assign  this
     Lease  and  all  of its right, title and interest  as  Tenant
     hereunder to an authorized franchisee of Franchisor.  In  the
     event  of  such an assignment, Franchisor shall  be  released
     from all liabilities and obligations of Tenant first accruing
     from and after the effective date of said assignment provided
     that   such  assignee  franchisee  assumes  in  writing   the
     obligations of Tenant under this Lease and a copy thereof  is
     furnished to Landlord.

                     16. SURRENDER OF PREMISES

     16.1.  CONDITION. Upon the expiration or earlier  termination
of  this  Lease or the termination of Tenant's right of possession
of  the  Premises  only, Tenant shall surrender  the  Premises  to
Landlord in a clean, safe, good and tenantable condition, free  of
debris and with all "grease traps" and similar devices cleaned and
in  good  working condition, ordinary wear and tear and,  if  this
Lease  is  terminated  pursuant  to  Section  11.4(b),  damage  by
Casualty  excepted.  All building apparatus and  equipment  (other
than  Tenant's  Property) then located on  the  Premises  and  all
Alterations and other improvements to the Premises made during the
Term,  whether by Tenant or others, shall remain on  the  Premises
and shall be considered part of the Premises. Tenant shall deliver
all keys therefor to Landlord at the place then fixed for the

                                27

payment of Rent and shall make known to Landlord the combination
for all locks on safes, cabinets and vaults in the Premises.

     16.2.  REMOVAL  OF TENANT'S PROPERTY. Upon the expiration  or
earlier  termination of this Lease or the termination of  Tenant's
right  of  possession of the Premises only, Tenant shall have  the
right, at its sole cost and expense, for a period of fifteen  (15)
days  thereafter to remove Tenant's Property, Distinctive Property
and  the  Financed  Personalty, respectively, from  the  Premises,
provided that Tenant shall pay to Landlord Rent due under  Article
3  hereof  for the actual number of days which elapse during  such
fifteen  (15) day period until the Tenant's Property,  Distinctive
Property  and the Financed Personalty, as applicable, are  removed
from  the  Premises.  If and to the extent that  Tenant  fails  to
remove any of such property by the expiration of said fifteen (15)
day  period,  Landlord agrees that Tenant Lender,  TE  Lender  and
Franchisor  each shall have the right for a period of  forty  (45)
days  thereafter  to remove the same from the Premises,  provided,
that  Tenant  shall  pay to Landlord Rent due  hereunder  for  the
actual  number of days which elapse until Tenant Lender, TE Lender
or  Franchisor remove the same from the Premises during such forty
five  (45) day period. If and to the extent that any such property
remains  on  the  Premises on the sixtieth (60th) day  after  such
termination, the same shall be deemed abandoned, and at Landlord's
option  shall become the property of Landlord and may be  sold  or
disposed  of  as Landlord may determine; provided,  however,  that
Landlord  shall  not  use,  suffer  or  permit  the  use  of   any
Distinctive  Property unless the attributes  or  features  thereof
associated  with Tenant or Franchisor are removed or  obliterated.
Any and all damage to the Building caused by or resulting from the
removal  of  Tenant's Property, Distinctive Property  or  Financed
Personalty  shall promptly be repaired at no cost  or  expense  to
Landlord  and  Tenant shall be liable for such  cost  and  expense
unless  such repairs are made by Tenant, Franchisor or TE  Lender,
as the case may be.

                 17. SUBORDINATION AND ATTORNMENT

     17.1.  SUBORDINATION.  This Lease and the  rights  of  Tenant
hereunder are expressly subject and subordinate to the lien of any
mortgage  or  deed of trust constituting a lien on Landlord's  fee
interest  in the Premises ("Landlord Mortgage") and any  renewals,
extensions,   modifications,   consolidations   and   replacements
thereof, which now or hereafter affect all or any portion  of  the
Premises  (except to the extent that any such instrument expressly
provides  that  this Lease is superior to it); provided  that  the
holder  of  the  Landlord Mortgage ("Landlord Lender")  agrees  in
writing  not  to disturb Tenant, Tenant's right to possession  and
use  of the Premises and Tenant's rights under this Lease so  long
as  there  shall  be  no  Event of Default  on  behalf  of  Tenant
hereunder.  Tenant agrees to execute and deliver to  Landlord  and
any  Landlord  Lender at any time and from time to time  all  such
documents  reasonably requested by Landlord or Landlord's  Lender,
which are reasonably acceptable to Tenant and Tenant's Lender,  to
confirm   or   effect   such  subordination   including,   without
limitation, an SNDA substantially in the form attached as  Exhibit
E,  together  with such changes as Lender may reasonably  require;
provided that such Landlord Lender agrees to recognize this  Lease
and  the  rights of Tenant set forth herein for so long  as  there
shall  be  no  Event  of  Default on behalf of  Tenant  hereunder.
Notwithstanding  any  foreclosure  or  sale  under  any   Landlord
Mortgage  (or transfer by deed in lieu thereof), this Lease  shall
remain  in  full  force and effect in accordance with  its  terms.
Landlord  and  any Landlord Lender shall execute within  ten  (10)
days after request any documentation reasonably required by any TE
Lender  or  Tenant  Lender,  which are  reasonably  acceptable  to
Landlord and any

                                28

Landlord   Lender,  to  confirm  the  priority  of  such  lender's
interests.  Notwithstanding the provisions of this  Section  17.1,
the holder of any Landlord Mortgage to which this Lease is subject
and  subordinate shall have the right, at its sole option, at  any
time,  to subordinate and subject the Landlord Mortgage, in  whole
or in part, to this Lease by recording a unilateral declaration to
such  effect. Tenant hereby agrees that any Landlord Lender  shall
not  be  bound  to  the  terms  of any  material  modification  or
amendment  of  this  Lease entered into after  the  date  of  such
Landlord  Mortgage, unless such Landlord Lender has  consented  to
such material modification or amendment. Tenant hereby agrees that
after the date of such Landlord Mortgage, Tenant shall not pay  to
Landlord  any installment of Base Rent more than one (1) month  in
advance  of  the  due date thereof, unless Landlord  Lender  shall
consent to such prepayment.

     17.2.  ATTORNMENT.  In the event of the  foreclosure  of  any
Landlord  Mortgage  by voluntary agreement or  otherwise,  or  the
commencement  of  any  judicial action seeking  such  foreclosure,
Tenant will become the tenant of and attorn to and recognize  such
Landlord  Lender or purchaser in foreclosure as Tenant's  landlord
under  this Lease without change in the provisions of this  Lease.
Upon  request  by such successor in interest, Tenant will  execute
and  deliver an instrument confirming such attornment, which  will
recognize this Lease and the rights of Tenant set forth herein and
shall  provide  that such successor in interest will  not  disturb
Tenant  in  its use of the Premises in accordance with this  Lease
unless there is an Event of Default continuing hereunder and  such
successor  in interest would be entitled to exercise  such  remedy
under Section 15.2 hereof.

                     18. ESTOPPEL CERTIFICATES

     18.1.  ESTOPPEL CERTIFICATES. Within fifteen (15) days  after
written  request from Landlord or Tenant to the other, such  other
party shall execute and deliver an estoppel certificate signed  by
an officer of such party and certifying: the Commencement Date and
expiration date of the Term; the date to which Rent has been paid;
the  amount  of Rent then being paid; that this Lease is  in  full
force  and  effect and has not been modified, amended or  assigned
(or,  if  modified,  stating the nature of such  modification  and
certifying that this Lease, as so modified, is in full  force  and
effect);  that to such party's knowledge there are no defaults  by
the  other  party under this Lease, nor to such party's  knowledge
any existing condition upon which the giving of notice or lapse of
time  or  both  would  constitute a default (or,  if  such  exist,
stating  the  nature  thereof); that such party  has  received  no
notice  from  any insurance company of any defects or inadequacies
of  the  Premises; that such party has no options or rights  other
than as set forth in this Lease; and such other factual matters as
the  requesting party may reasonably request. Failure  to  deliver
such  statement  within  said fifteen (15)  day  period  shall  be
conclusive  upon the party to whom the request was  directed  that
this  Lease  is  in  full force and effect,  without  modification
except as may be represented by the requesting party in the  draft
estoppel  presented, that to such party's knowledge there  are  no
uncured  defaults in the requesting party's performance, and  that
all  other  statements required to be made in the estoppel  letter
are conclusively made.



                                29

                            19. NOTICES

     19.1.  NOTICES. All notices required or permitted to be given
under this Lease shall be in writing and shall be deemed given  on
the  date  when  personally delivered or,  if  earlier,  the  next
business day if sent by recognized overnight air courier,  or  two
(2)  business days (or, if earlier, when actually received)  after
being  deposited  in  the  United States  Mail,  postage  prepaid,
properly  addressed, certified mail, return receipt requested,  as
follows:

TO LANDLORD:              At the address set forth in Section 1.2,


      With a copy to:      Winthrop &
                           Weinstine P.A. 225
                           South Sixth Street
                           Suite 350
                           Minneapolis,
                           Minnesota 55402
                           Attention: Jeffrey L. Leclerc


     And a copy to:
                           AEI Fund Management,
                           Inc. Attn: Lease
                           Management Dept. 1300
                           Wells Fargo Place
                           30 Seventh Street
                           East
                           St. Paul, MN 55101


TO TENANT                  At the address set forth
                           in Section 1.3, Attention:
                           Chief Financial Officer


      With a copy to:      Peter B. Loughman, Esq.
                           155 North Michigan Avenue,
                           Suite 600 Chicago,
                           Illinois 60601


  TO FRANCHISOR:           Applebee's International, Inc.
                           International, Inc. 4551
                           West 107th Street, Suite
                           100 Overland Park,
                           Kansas 66207 Attention:
                           General Counsel


Each entity or person entitled to receive notice or a copy thereof
pursuant to this Lease ("Addressee") at any time and from time  to
time  may change its address for notice purposes by giving  notice
of  such  change  to all other Addressees in any manner  specified
above at least fifteen (15) days before such change of address  is
to become effective.

                      20. LEASEHOLD FINANCING

     20.1. LEASEHOLD FINANCING. Tenant shall have the right at any
time  and  from time to time during the Term with notice  to,  but
without  the consent or approval of Landlord, to grant a  mortgage
or  other  security  interest ("Leasehold Mortgage")  in  Tenant's
interest in this Lease (the leasehold estate created hereby),  and
all  of  Tenant's Property, all upon the condition that all rights
acquired  under any such Leasehold Mortgage shall  be  subject  to
each  and all of the covenants, conditions, terms and restrictions
set forth in this Lease. Tenant Lender's foreclosure

                                30

on the Leasehold Mortgage shall not terminate this Lease or affect
any of the covenants, conditions, terms and restrictions set forth
in this Lease as obligations of Tenant.

     20.2.  TENANT LENDER. If Landlord is provided written  notice
of a Leasehold Mortgage and the name and address for notice of the
holder  of  a Leasehold Mortgage (the "Tenant Lender"),  then  the
rights  of  such Tenant Lender shall include the following,  which
shall  be  binding  on  Landlord (and any Landlord  Lender).  Upon
recordation  of the Leasehold Mortgage and for so long  thereafter
as the Leasehold Mortgage remains unsatisfied: (i) Landlord agrees
to  deliver a copy of any notice of default given to Tenant  under
this  Lease  simultaneously to Tenant Lender at its  last  address
furnished  to Landlord in writing; provided, that the  failure  to
send  such  notice shall not limit Tenant's default or  Landlord's
remedies  against  Tenant with respect thereto  (other  than  such
remedies  as would prevent the exercise of Tenant Lender's  rights
under  this  Section 20.2), or impose any liability upon  Landlord
for any damages therefrom; (ii) Landlord agrees that Tenant Lender
shall  have  the right, but shall not be obligated,  to  cure  any
default  of Tenant hereunder, provided that such cure is  made  by
Tenant  Lender  within  the time provided to  Tenant  pursuant  to
Section  15.1  (provided, that such Tenant Lender  shall  have  an
additional  fifteen  (15) days to cure a  default  under  Sections
15.1(i)  and 15.1(ii),  so long as Tenant Lender notifies Landlord
within  the cure periods set forth in such Sections that  it  will
cure  such  defaults); (iii) if Tenant Lender elects to  cure  any
default  of Tenant hereunder, (A) Tenant Lender shall give  notice
to  that  effect to Landlord and Tenant simultaneously  with  such
cure, and (B) Landlord consents to and shall accept such cure with
the  same force and effect as if made by Tenant; (iv) Landlord and
Tenant  each  agree not to cancel or surrender this  Lease  (other
than  due  to a default by a party which was not cured within  the
applicable cure period after notice was given to Tenant and Tenant
Lender)  or amend the provisions of this Lease without  the  prior
written  consent  of  Tenant Lender, which consent  shall  not  be
unreasonably  withheld or delayed; and (v) if Landlord  terminates
the Lease due to an Event of Default which Tenant Lender is unable
to  cure  (e.g., Tenant bankruptcy), and Tenant Lender  elects  by
written  notice to Landlord within forty-five (45) days thereafter
to  continue this Lease, Landlord agrees to enter into a new lease
with  Tenant Lender on the same terms and conditions as set  forth
in  this Lease for the balance of the original Term, including any
remaining  extension  options, provided, that  the  Tenant  Lender
shall pay to Landlord at the time of the execution and delivery of
the  new  lease all sums which would at the time of the  execution
and  delivery of the new lease be due pursuant to this  Lease  but
for such termination, and shall agree in writing to cure and shall
cure all other defaults of Tenant capable of being cured by Tenant
Lender  then existing under this Lease within a reasonable  period
of  time  after  entering  into such new  Lease.  Landlord  agrees
promptly  to  execute and deliver such documents as Tenant  Lender
reasonably may request which are reasonably acceptable to Landlord
and any Landlord Lender to evidence the provisions of this Section
20.2, including the Landlord Agreement in the form attached hereto
as Exhibit B.




                    21. RIGHT OF FIRST REFUSAL

     21.1. RIGHT OF FIRST REFUSAL TO PURCHASE.

          (a)  If  at any time after the first anniversary of  the
     Commencement Date Landlord shall receive a bona fide  written
     offer  to  purchase the Premises from a third party which  is
     not affiliated with Landlord, which offer Landlord is willing
     to accept
                                31

     ("Outside  Contract"),  Landlord shall  give  written  notice
     ("Sale Notice") thereof, together with a copy of such Outside
     Contract,  to  Tenant. Tenant shall have  a  right  of  first
     refusal  ("Refusal Right") to purchase the Premises  that  is
     the  subject of the Outside Contract in accordance  with  the
     terms  and provisions thereof. If Tenant desires to  exercise
     the  Refusal  Right, Tenant shall deliver written  notice  to
     that effect to Landlord within twenty (20) days after receipt
     of  the  Sale Notice ("Refusal Period"). If Tenant  exercises
     the Refusal Right by the time and in the manner set forth  in
     this subsection, Landlord and Tenant shall promptly execute a
     contract   which  includes  the  same  material   terms   and
     conditions  as  the  Outside Contract ("Sale  Contract")  and
     Tenant  shall  deposit  when due any  earnest  money  deposit
     required  thereunder.  If  Tenant does  not  execute  a  Sale
     Contract  within fifteen (15) days after Tenant's receipt  of
     such  Sale  Contract  from  Landlord,  signed  on  behalf  of
     Landlord, or if Tenant defaults in its obligations under such
     Sale Contract, then Landlord shall be free to consummate  the
     sale pursuant to the Outside Contract (or another contract on
     substantially similar terms and conditions).

       (b)  If Tenant does not exercise the Refusal Right by the time and
     in the manner set forth in subsection (a) above, then (i) the
     Refusal Right shall remain in full force and effect, but not with
     respect to the proposed sale pursuant to the Outside Contract, and
     (ii) Landlord shall be free to consummate the sale pursuant to the
     Outside Contract. If within one hundred eighty (180) days after
     the expiration of the Refusal Period Landlord does not consummate
     the sale pursuant to the Outside Contract, the Refusal Right shall
     again be applicable, and Landlord shall not thereafter sell the
     Premises pursuant to the Outside Contract without first offering
     Tenant the Refusal Right pursuant to this Section 21.1.

          (c)  The rights granted to Tenant under this Section 21 shall not
     survive the expiration or termination of this Lease.

          (d)  The provisions of this Section 21 shall not apply and Tenant
     shall not have any Refusal Right (i) with respect to the sale,
     conveyance,  assignment or other transfer (A) to  any  person
     controlling, controlled by, or under common control with Landlord
     or any of its direct or indirect owners, (B) by gift, descent or
     devise, or (C) to any sale (or conveyance in lieu thereof) by
     foreclosure or enforcement of a lien or security interest, or (ii)
     at  any  time  that an Event of Default has occurred  and  is
     continuing. Any conveyance of the Premises to Tenant pursuant to
     this Section 21 shall be "as-is" with respect to the physical
     condition of the Premises.


                    22. [INTENTIONALLY OMITTED]

                           23. GUARANTY

     23.1. Simultaneously with the execution of this Lease, Tenant
shall  cause  to be delivered to Landlord a guaranty in  the  form
attached  hereto as Exhibit D (the "Guaranty"), pursuant to  which
AAG shall guaranty Tenant's obligations hereunder.


                                32


                       24. MISCELLANEOUS


     24.1. LANDLORD'S INTERESTS.

       (a)  The term "Landlord" as used herein shall mean only the owner
     or  owners, at the time in question, of the fee title to  the
     Premises. In the event of an assignment or transfer of this Lease
     by Landlord for other than security purposes, Landlord shall cause
     its assignee or transferee to assume the provisions of this Lease
     and Landlord shall deliver notice of such assignment or transfer
     and a copy of the effective instrument of transfer to Tenant.
     Tenant shall be entitled to continue to pay rent and give all
     notices to Landlord until Tenant has received the foregoing from
     Landlord. From and after a sale of the Premises, Landlord shall be
     released from all liability toward Tenant arising from this Lease
     because  of  any  act, occurrence or omission  of  Landlord's
     successors occurring after the transfer of Landlord's interest in
     this Lease, provided Landlord's purchaser or assignee expressly
     assumes Landlord's duties and covenants under this Lease. Nothing
     herein shall be deemed to relieve Landlord of any liability for
     its acts, omissions or obligations occurring or accruing up to and
     including the date of such transfer.

          (b)  Anything contained herein to the contrary notwithstanding,
     any claim based on or in respect of any liability of Landlord
     under  this  Lease shall be enforced only against  Landlord's
     interest  in  the Premises and shall not be enforced  against
     Landlord individually or personally.

          (c)  Landlord shall have the right to sell, assign or transfer its
     interest in the Premises without any prior notice to or consent of
     Tenant, subject to compliance with the provisions of Section 21 of
     this Lease, if applicable.

     24.2.  SEVERABILITY. If any provision of this  Lease  or  the
application thereof to any person or circumstance shall be invalid
or  unenforceable  under  applicable law,  such  event  shall  not
affect, impair or render invalid or unenforceable the remainder or
any  other  provision  of  this Lease, nor  shall  it  affect  the
application  of  any provision of this Lease to other  persons  or
circumstances.

     24.3.  ENTIRE AGREEMENT. This Lease and the Exhibits attached
hereto  set forth the entire agreement between Landlord and Tenant
concerning the Premises and there is no other agreement,  oral  or
written, between them other than this Lease. This Lease supersedes
and  revokes all previous negotiations, arrangements,  letters  of
intent, offers to lease, lease proposals and information conveyed,
whether  orally  or  in  writing, between  the  parties  or  their
respective representatives.

     24.4.  TIME.  Time is of the essence of this  Lease  and  the
performance of all obligations under this Lease.

     24.5.  BINDING EFFECT. This Lease shall be binding  upon  and
inure  to  the  benefit of Landlord, Tenant and  their  respective
successors and assigns.

                                33

     24.6.  DEFAULT RATE. All amounts owing to one party from  the
other  party under this Lease for which a date of payment  is  not
expressly fixed shall be paid within ten (10) days after the  date
the  party  to whom such amount is payable delivers to  the  other
party  appropriate statements of account. As used in  this  Lease,
the  words "Default Rate" shall mean interest at the rate of  four
percent (4%) per annum in excess of the "prime rate" from time  to
time  announced in The Wall Street Journal or if such  publication
ceases  to  publish a prime rate then as announced by a comparable
publication.  The Default Rate of interest shall be computed  from
the  date  on  which any payment is due from either party  to  the
other through and including the date paid.

     24.7.  FORCE  MAJEURE. Neither Landlord nor Tenant  shall  be
considered  in  default  of  any  of  the  terms,  covenants   and
conditions of this Lease on its part to be performed, if it  fails
to timely perform same and such failure is due in whole or in part
to  any strike, lockout, labor trouble (whether legal or illegal),
civil  disorder,  restrictive governmental laws  and  regulations,
riots,  insurrections, war, accidents, casualties,  acts  of  God,
acts  caused directly or indirectly by the other party hereto  (or
such  party's  agent, employees or invitees) or  any  other  cause
beyond  its control. A party shall be entitled to an extension  of
time  equal  to  one (1) day for each day of delay  due  to  force
majeure. The foregoing shall not apply to, excuse or be invoked to
justify any delay in the payment of Rent or any other sum of money
due from one party payable to the other party.

     24.8.  NO WAIVER. No provision of this Lease shall be  deemed
to  have  been  waived by either party unless such  waiver  is  in
writing signed by such party.

     24.9.  CAPTIONS. The captions and headings in this Lease  are
inserted only as a matter of convenience and do not define, limit,
expand or describe the scope or intent of such provisions.

     24.10.  SURVIVAL. The following obligations of  Landlord  and
Tenant shall survive the expiration or earlier termination of this
Lease:  (a) any obligation permitted in this Lease to be performed
after  the  end  of  the Term; (b) any obligation  not  reasonably
susceptible of performance prior to the end of the Term;  and  (c)
any other obligation expressly stated to survive termination.

     24.11.  APPLICABLE  LAW.  This  Lease  and  the  rights   and
obligations of Landlord and Tenant hereunder shall be governed  by
and  construed in accordance with the laws and judicial  decisions
in effect in the State in which the Premises are located.

     24.12.  AMENDMENT.  No amendment to the  provisions  of  this
Lease shall be effective or enforceable unless made in writing and
signed by Landlord and Tenant.

     24.13.   APPROVALS;  CONSENTS.  Every  approval  and  consent
provided for in this Lease shall be made in writing.

     24.14.  RIGHTS AND REMEDIES. All rights and remedies  granted
or  referred  to  in  this Lease shall be distinct,  separate  and
cumulative  and none shall exclude any other right  or  remedy  of
either  party set forth in this Lease or available at  law  or  in
equity.

                                34

     24.15. HOLDOVER. If Tenant retains possession of the Premises
after  the  expiration  of the Term without  the  express  written
consent  of Landlord, the monthly Base Rent payable by Tenant  for
each  month of the period of such holding over shall be an  amount
equal  to  one hundred twenty-five percent (125%) of  the  monthly
Base  Rent  in effect immediately preceding such holdover  period;
provided, however, that no payment of such increased monthly  Rent
by  Tenant  shall be deemed to extend or renew the  Term.  In  the
event  that Landlord gives written consent to Tenant to remain  in
occupancy beyond the expiration of the Term, such occupancy  shall
be  construed  to be a renewal of this Lease for a  month-to-month
tenancy  upon  all of the terms and conditions set forth  in  this
Lease,  except  that,  unless  otherwise  provided  in  Landlord's
consent,  monthly Base Rent payable by Tenant for any such  period
of  holdover  tenancy shall be at the rate equal  to  one  hundred
percent  (100%)  of  the monthly Base Rent in  effect  immediately
preceding such holdover period.

     24.16.  MEMORANDUM.  Landlord and Tenant agree  to  complete,
execute,  deliver and record in the county in which  the  Premises
are located a short form memorandum of this Lease substantially in
the   form   and   substance  attached   hereto   as   Exhibit   C
("Memorandum").  Tenant  shall pay  all  fees,  taxes,  costs  and
expenses to record the Memorandum.

     24.17.  NO  THIRD-PARTY RIGHTS. The terms and  provisions  of
this  Lease  shall  not be deemed to confer any rights  upon,  nor
obligate  Landlord or Tenant to, any person or entity  other  than
the parties hereto, except for any Landlord Lender, Tenant Lender,
TE  Lender  and  Franchisor  if and  to  the  extent  specifically
provided herein.

     24.18.  LANDLORD AND FRANCHISOR ACCESS. Upon  not  less  than
twenty-four  (24) hours' prior notice (except in the  case  of  an
emergency),  Landlord may enter upon the Premises during  Tenant's
non-peak business hours for purposes of inspection and showing the
Premises  to prospective purchasers or lenders. When entering  the
Premises,  Landlord, its agents, employees and/or contractors  (a)
shall  identify themselves to Tenant's personnel immediately  upon
entering  the Premises, and (b) shall not, in any way,  materially
or  unreasonably affect, interrupt or interfere with Tenant's use,
business  or operations on the Premises or obstruct the visibility
of  or access to the Premises. Landlord and Tenant (i) acknowledge
that  Franchisor, its personnel and agents have the right to enter
upon  the  Premises  for  certain  purposes  under  the  Franchise
Agreement,  and (ii) agree not to interfere with or  prevent  such
entry by Franchisor, its personnel and agents.

     24.19. DUE AUTHORITY.

       (a)  Landlord represents and warrants to Tenant as follows: (i)
     that Landlord is a corporation created, validly existing and in
     good standing under Minnesota law; (ii) that Landlord has full
     right,  power and authority to enter into and to perform  its
     obligations under this Lease and that no consent or approval of
     any third parties is necessary in order to do so or that all such
     consents and approvals have been obtained; and (iii) that this
     Lease, when signed by Landlord, is a legal, valid and binding
     obligation of Landlord enforceable in accordance with its terms.

       (b)  Tenant represents and warrants to Landlord as follows: (i)
     that  Tenant is a limited liability company created,  validly
     existing and in good standing under Delaware

                                35

     law; (ii) that Tenant has full right, power and authority  to
     enter  into  and to perform its obligations under this  Lease
     and  that, except as otherwise specifically provided  herein,
     no  consent or approval of any third parties is necessary  in
     order  to  do so; and (iii) that this Lease, when  signed  by
     Tenant,  is a legal, valid and binding obligation  of  Tenant
     enforceable in accordance with its terms.

     24.20.  RELATIONSHIP OF PARTIES. Nothing  contained  in  this
Lease shall be deemed to constitute a partnership or joint venture
between  Landlord  and Tenant. The relationship  of  Landlord  and
Tenant shall only be deemed to be one of landlord and tenant.

     24.21. PREPARATION AND SIGNING OF LEASE. This Lease has  been
negotiated  and reviewed by Landlord, Tenant and their  respective
attorneys  and/or professional advisors, all of  whom  intend  and
believe  this  Lease  to  be the product of  all  of  their  joint
efforts,  that  it contains the entire agreement between  Landlord
and Tenant and as such should not and shall not be interpreted  or
construed in favor of or against either Landlord or Tenant  merely
because of the efforts of one party or the other in preparing this
Lease.  The submission of this Lease for review or execution  does
not constitute a reservation of or option for the rights conferred
herein.  This  Lease  shall  become effective  only  if  and  when
executed and delivered by both Landlord and Tenant.

     24.22. BROKER. Landlord and Tenant each warrant and represent
to  the  other that it has not dealt with any real estate  broker,
salesperson or finder in connection with this Lease. Landlord  and
Tenant  each  agree to indemnify, defend and hold the other  party
harmless  from and against any and all liabilities and claims  for
commissions and fees arising out of a breach of its representation
and warranty set forth herein.

     24.23. SEPARABILITY. Each and every covenant and agreement of
Tenant contained in this Lease is, and shall be construed to be, a
separate and independent covenant and agreement, and the breach of
any  covenant  or  agreement by Landlord shall  not  discharge  or
relieve Tenant from its obligation to perform the same.

     24.24.  MULTIPLE COUNTERPARTS. To facilitate execution,  this
Lease may be executed in as many counterparts as may be convenient
or  required.  It  shall not be necessary that  the  signature  or
acknowledgment  of,  or  on behalf of, each  party,  or  that  the
signature  of  all  persons required to bind  any  party,  or  the
acknowledgment  of  such party, appear on  each  counterpart.  All
counterparts shall collectively constitute a single instrument. It
shall not be necessary in making proof of this Lease to produce or
account  for  more  than  a  single  counterpart  containing   the
respective  signatures  of, or on behalf of,  and  the  respective
acknowledgments of, each of the parties hereto. Any  signature  or
acknowledgment page to any counterpart may be detached  from  such
counterpart  without impairing the legal effect of the  signatures
or  acknowledgments  thereon and thereafter  attached  to  another
counterpart  identical  thereto  except  having  attached  to   it
additional signature or acknowledgment pages.

     24.25.  BUSINESS  DAYS.  All references  to  "business  days"
contained  herein are references to normal working business  days,
i.e.,  Monday  through Friday of each calendar week, exclusive  of
federal  and national bank holidays. In the event that  any  event
hereunder is to occur, or a time

                                36

period  is to expire, on a date which is not a business day,  such
event  shall  occur or such time period shall expire on  the  next
succeeding business day.

     24.26.  INTERPRETATION. When the context in which  words  are
used in this Lease indicates that such is the intent, words in the
singular number shall include the plural and vice versa, and words
in  the  masculine  gender shall include the feminine  and  neuter
genders  and  vice  versa.  Further,  references  to  "person"  or
"persons" in this Lease shall mean and include any natural  person
and any corporation, partnership, joint venture, limited liability
company,  trust  or other entity whatsoever. As used  herein,  the
term "including" shall mean "including, but not limited to".

     24.27.  NO MERGER OF TITLE. There shall be no merger of  this
Lease  nor of the leasehold estate created by this Lease with  the
fee estate in or ownership of any of the Premises by reason of the
fact  that the same person, corporation, firm or other entity  may
acquire or hold or own, directly or indirectly, (a) this Lease  or
the leasehold estate created by this Lease or any interest in this
Lease  or  in  such  leasehold estate and (b) the  fee  estate  or
ownership  of  any  of the Premises or any interest  in  such  fee
estate  or ownership. No such merger shall occur unless and  until
all  persons,  corporations, firms and other entities  having  any
interest in (i) this Lease or the leasehold estate created by this
Lease  and (ii) the fee estate in or ownership of the Premises  or
any  part  thereof  sought to be merged shall join  in  a  written
instrument effecting such merger and shall duly record the same.

     24.28.  FINANCIAL REPORTING. During the Term of  this  Lease,
Tenant  will  deliver  or cause to be delivered  to  Landlord  the
following  financial information at the following  times,  all  of
which shall be reasonably true and correct:

      (a)  During any twelve (12) month period and at Landlord's request
     but in no event more that two (2) times per year, unless such
     request is required in order for Landlord to obtain financing and
     in such event, when reasonably necessary, within thirty (30) days
     of  said  request, the most recent quarterly and year-to-date
     consolidated balance sheets and income and cash flow statements
     for the Tenant and for AAG and the accompanying unit level profit
     and loss statements for each Premises for that period; and

       (b)  Within one hundred and twenty (120) days after the end of
     each fiscal year of Tenant and AAG, annual consolidated balance
     sheets and income and cash flow statements for the Tenant and for
     AAG for the immediately preceding fiscal year, all in reasonable
     detail  and  prepared in accordance with  generally  accepted
     accounting principles, consistently applied, including unit level
     profit and loss statements for that period for the Premises.

          The   annual  financial  statements  which  are  to   be
     delivered  as  provided above shall have  been  prepared  and
     certified by an independent certified public accountant.  All
     other  financial statements to be delivered pursuant to  this
     Section  24.28 shall be un-audited and certified to  Landlord
     to  be reasonably true and correct by the Tenant's controller
     or  other  officer.  Landlord  shall  have  the  right,  upon
     reasonable advance notice, to meet with appropriate  officers
     of  Tenant  and AAG to discuss their respective  affairs  and
     finances  and  the  financial information delivered  pursuant
     hereto.

                                37


     24.29. MULTIPLE PERSONS OR ENTITIES. In the event that either
party  shall  consist of more than one person or entity,  (i)  the
obligations  of such multiple persons or entities shall  be  joint
and  several,  and  (ii)  the  first  notice  with  respect  to  a
particular matter received by the other party from any one of  the
multiple  persons or entities shall be final and binding  on  both
parties,  unless  the  party  with multiple  persons  or  entities
previously has designated one among them as the representative  of
all,  in which event only a notice from such representative  shall
be final and binding on both parties.

              [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                38


     IN WITNESS WHEREOF, Landlord and Tenant have executed this
Lease as of the day and year first above written.


LANDLORD:      AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP,
               a Minnesota limited partnership

               By: AEI FUND MANAGEMENT XXI, INC.,
                    a Minnesota corporation, its General Partner

               By: /s/ Robert P Johnson
               Name:   Robert P Johnson
               Its:  President


               AEI INCOME & GROWTH FUND XXII LIMITED
               PARTNERSHIP, a Minnesota limited partnership

               By: AEI FUND MANAGEMENT XXI, INC.,
                    a Minnesota corporation, its General Partner

               By: /s/ Robert P Johnson
               Name:   Robert P Johnson
               Its:  President


 TENANT:       B.T. WOODLIPP, INC.,
                a Pennsyl nia corporation

               By: /s/ Lorin M Cortina
                       Lorin M Cortina
                       Executive Vice President





                                39


STATE OF MINNESOTA )
                    ) SS.
COUNTY OF HENNEPIN )


     On this day of September, 2006, before me, the undersigned, a
Notary Public in and for said State, personally Robert P. Johnson,
personally  known to me to be the person who executed  the  within
instrument  as the President of AEI Fund Management XXI,  Inc.,  a
Minnesota corporation, the general partner of AEI Income &  Growth
Fund XXI Limited Partnership, a Minnesota limited partnership,  on
behalf of said corporation.


[Notary seal]                       /s/ Jennifer L Schreiner
                                          Notary Public


STATE OF MINNESOTA )
                    ) ss.
COUNTY OF HENNEPIN )


     On this day of September, 2006, before me, the undersigned, a
Notary Public in and for said State, personally Robert P. Johnson,
personally  known to me to be the person who executed  the  within
instrument  as the President of AEI Fund Management XXI,  Inc.,  a
Minnesota corporation, the general partner of AEI Income &  Growth
Fund XXII Limited Partnership, a Minnesota limited partnership, on
behalf of said corporation.




[Notary seal]                       /s/ Jennifer L Schreiner
                                          Notary Public




                                40


STATE OF ILLINOIS
                   ) SS.
COUNTY OF COOK

   I  Belinda Loza ,  a Notary Public in and for said County,  in
the  State  aforesaid, DO HEREBY CERTIFY, that LORIN  M.  CORTINA,
personally known to me to be the Executive Vice President of  B.T.
WOODLIPP,  INC.,  a  Pennsylvania  corporation  ("Company"),   and
personally  known  to  me  to be the same  person  whose  name  is
subscribed  to  the  foregoing instrument as such  Executive  Vice
President,  appeared before me this day in person and acknowledged
that  he signed and delivered the said instrument as his own  free
and  voluntary act, and as the free and voluntary act and deed  of
said Company, for the uses and purposes therein set forth.


     GIVEN under my hand and Notarial Seal this  21st day of

     September, 2006.




[Notary Seal]                 /s/ Belinda Loza
                              Notary Public





                                41


                             EXHIBIT A

                      Land Legal Description


All  that  certain  parcel  of land situate  in  the  Township  of
Richland,  County of Cambria, Commonwealth of Pennsylvania,  being
Parcel F-14 in the Plan of Minor Subdivision of Remaining Tract  F
for  Johnstown  Zamias  Limited Partnership  as  recorded  in  the
Recorder's  Office of Cambria County, Pennsylvania, in  Plan  Book
Volume 7, Page 375, being bounded and described as follows:

Beginning at a concrete monument at a corner common to Parcel F-13
and  being on the Western legal right-of-way line of Township Road
737;  thence  along  said legal right-of-way line  the  following:
South  31   14' 57" West, a distance of 180.00 feet to a  concrete
monument; South 58  45' 03 " East, a distance of 13.00 feet  to  a
concrete  monument; South 31  14' 57" West, a distance  of  199.40
feet  to a concrete monument; and Southwest along a curve  to  the
right having a radius of 1,482.39 feet, a central angle of 01  28'
53"  and an arc length of 38.33 feet to a concrete monument  at  a
corner  common to Tract G; thence along the lines of Tract  G  the
following: North 35  15' 03" West, a distance of 112.86 feet to  a
concrete  monument; North 03  15' 03" West, a distance  of  228.00
feet to a concrete monument; South 86  44' 57" West, a distance of
175.00  feet  to a concrete monument; North 03  15'  03"  West,  a
distance  of 88.00 feet to a concrete monument; thence  North  20
14' 57" East, a distance of 32.00 feet to a concrete monument; and
North  58   45' 03" West, a distance of 100.08 feet to a  concrete
monument  on  the legal right-of-way for limited access  line  for
Route  219; thence along the legal right-of-way for limited access
line, North 42  35' 42" East, a distance of 183.59 feet to an iron
pin  at  a corner common to Parcel F-13; thence along the line  of
Parcel F-13, South 58  45' 03" East, a distance of 483.29 feet  to
the point of beginning.

Being further Identified as Parcel No. 50-4-191.

Together  with the right, title and interest in the land described
in  Declaration  of  Easements made by  Johnstown  Zamias  Limited
Partnership, dated June 17, 1991 and recorded in Deed Book  Volume
1252, page 672; as amended by Amended and Restated Declaration  of
Easements,  dated August 7, 1992 and recorded in Deed Book  Volume
1270, page 303; and Map recorded in Map Book Volume 8, page 107.



PARCEL NO.:         50-4-191
PROPERTY ADDRESS:   425 Galleria
                    Drive
                    Johnstown, PA
                    15904




                                42