DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as of  this
20th  day  of  November, 1998, by and between RTM  Alabama,  Inc.
("Lessee"), whose address is 5995 Barfield Road, Atlanta, Georgia
30328,  and  AEI  Income & Growth Fund XXII  Limited  Partnership
(together,  "Lessor"), whose address is Suite 1300,  World  Trade
Center, Saint Paul, Minnesota 55102.


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

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

      Construction of a building and improvements to be used as a
Arby's Restaurant.

       WHEREAS,  Lessee  has  made  application  to  Lessor   for
development  financing to defray the costs of  constructing  such
Improvements;

       WHEREAS,  Lessor's  Assignor  has  issued  to  Lessee  its
Development Financing and Leasing Commitment to advance funds  in
the  amount hereinafter specified, subject to compliance with the
terms and conditions of this Development Financing Agreement  and
the Net Lease Agreement (the "Lease") of even date herewith;

      NOW, THEREFORE, in consideration of entering into the Lease
and  other good and valuable consideration, the receipt of  which
is  hereby acknowledged by the parties hereto, the parties hereto
agree as follows:

                           ARTICLE I
                          DEFINITIONS

      For  purposes of this Agreement, the following terms  shall
have the following meanings:

      1.    "Application" shall mean Lessee's application to  the
Lessor for the Development Financing the terms and conditions  of
which are incorporated herein by reference.

      2.    "Architect's  Contract" shall mean Lessee's  contract
with  the Project Architect for the modification of the prototype
Plans and Specifications to meet jurisdictional requirements, but
shall  not include the requirement of interim inspections of  the
Project by such Architect.

      3.    "Commitment" shall mean Lessor's Commitment to Lessee
agreeing to provide  the Development Financing. (The "Development
Financing and Leasing Commitment" dated November 20th , 1998.)

      4.    "Completion Date" shall mean the earlier of  60  days
after   the   issuance  of  the  Certificate  of  Occupancy   for
contemplated Improvements on the Leased Premises or midnight, May
15, 1999, subject to Force Majeure, as defined herein.

      5.    "Construction Costs" shall mean land costs, all costs
paid to construct and complete the Improvements, as specified  on
the  Budget shown on Exhibit "B" attached hereto and made a  part
hereof.

      6.    "Construction  Contracts" shall  mean  the  contracts
between  Lessee  and  Contractors for the  furnishing  of  labor,
services  or materials to the Leased Premises in connection  with
the construction of the Improvements.

      7.    "Contractors" shall mean those firms directly engaged
by Lessee to construct the Improvements, whether one or more.

     8.   "Contract Documents" shall mean the Project Architect's
Contract,  Plans  and Specifications and the  contract  with  the
Contractor.

     9.   "Development Financing" shall mean the funds to be made
available   pursuant  to the Commitment and  not  to  exceed  the
lesser  of  the Construction Costs or the maximum loan amount  of
One  Million Four Hundred Forty Two Thousand Dollars ($1,442,000)
as specified in the Commitment.

      10. "Development Financing and Carrying Charges" shall mean
all  fees,  taxes  and  charges incurred  under  the  Development
Financing  and in the construction of the Improvements including,
but  not  limited  to, non-refundable commitment  fees;  interest
charges,  service and inspection fees, Lessee's attorney's  fees,
title  insurance fees and charges, recording fees  and  insurance
premiums.

      11.  "Development  Financing  Documents"  shall  mean  this
Agreement,  the Lease, Assignment of Architects and  Construction
Contracts,  Guarantees,  and such other documents  given  to  the
Lessor as security for the Development Financing.

       12.   "LTIC-CDD"   shall  mean  Lawyers  Title   Insurance
Corporation,  Construction  Disbursement  Department,  or   other
nationally  recognized title insurer approved by  Lessor  in  its
reasonable  discretion,  to  be LTIC-CDD  under  the  Development
Financing  Disbursement Agreement executed  by  and  between  the
parties of even date herewith.

      13.  "Final Disbursement Date" shall mean the date  of  the
final   disbursement   of  the  Development  Financing   provided
hereunder.

      14.  "Improvements"  shall mean the  structures  and  other
improvements  to  be  constructed  on  the  Leased  Premises   in
accordance with the Plans and Specifications.

      15.  "Initial  Disbursed  Funds"  shall  mean  those  funds
disbursed  on the Closing Date for land acquisition  and  related
soft costs upon Lessor's acquisition of the Leased Premises.

      16. "Inspecting Architect" shall mean the architect, if any,
hired  by  Lessor  to perform inspections of  the  premises.   An
Inspecting Architect may only be engaged by Lessor in  the  event
of  a  default relating to construction of the Improvements under
the Development Financing Documents.

       17.   "Leased  Premises"  shall  mean  the  real  property
described in the Exhibit "A" attached to this Agreement, together
with all Improvements, equipment and fixtures thereon.

      18. "Lessee Equity" shall mean the final Construction Costs
less the amount of the Development Financing.

      19.  "Plans  and Specifications" shall mean the  plans  and
specifications  prepared by the Project Architect  who  shall  be
licensed  in the jurisdiction of the Leased Premises and selected
by Lessee.

       20.   "Project"  shall  mean  the  construction   of   the
Improvements on the Leased Premises.

    21. "Project Architect" shall mean the architect retained  by
Lessee  to conform to applicable jurisdictional requirements  the
prototype  Plans and Specifications for the construction  of  the
Improvements.

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

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

      24.  "Title"  shall  mean  the title  company  issuing  the
Lessor's fee owner's title insurance policy.

                           ARTICLE II
                   THE DEVELOPMENT FINANCING

     Subject to compliance with the provisions of this Agreement,
Lessor  agrees to advance to Lessee, and Lessee agrees to request
from   Lessor,   the  Development  Financing.   The   Development
Financing  shall be advanced in stages by Lessor to LTIC-CDD  and
disbursed by LTIC-CDD pursuant to the provisions of Article  VIII
hereof.   The  Development Financing, or so much thereof  as  has
been  advanced  hereunder, shall bear interest at  the  rate  and
shall  be  repaid  in accordance with the terms  hereof  and  the
Lease.   The proceeds of the Development Financing shall be  used
exclusively for the purposes of defraying Construction Costs.


                          ARTICLE III

                              N/A

                           ARTICLE IV
                  CONSTRUCTION OF IMPROVEMENTS

       After  commencement of construction of  any  Improvements,
Lessee   agrees   to  diligently  pursue  said  construction   to
completion, and to supply such moneys and to perform such  duties
as  may  be  necessary  to  complete  the  construction  of  said
Improvements pursuant to the Plans and Specifications and in full
compliance  with all terms and conditions of this  Agreement  and
the  Development  Financing Documents,  all  of  which  shall  be
accomplished on or before the Completion Date, subject  to  Force
Majeure  and  without  liens, claims or  assessments  (actual  or
contingent)  asserted  against  the  Leased  Premises   for   any
material, labor or other items furnished in connection therewith,
subject  to  Lessee's  right to contest such  liens,  claims,  or
assessments  provided the same are removed as  a  lien  upon  the
Leased  Premises prior to foreclosure of such lien,  and  all  in
full compliance with all construction, use, building, zoning  and
other   similar   requirements  of  any  pertinent   governmental
jurisdiction.   Lessee  will provide  to  Lessor,  upon  request,
evidence   of   satisfactory  compliance  with  all   the   above
requirements.

                           ARTICLE V
          REPRESENTATIONS AND WARRANTIES OF THE LESSEE

Lessee  hereby  represents  and warrants  to  the  Lessor,  which
representations and warranties shall be deemed to be restated  by
Lessee  each  time  Lessor makes an advance  of  the  Development
Financing, that:

1.     VALIDITY   OF  DEVELOPMENT  FINANCING  DOCUMENTS   -   The
Development Financing Documents are in all respects legal,  valid
and binding according to their terms.

2.    NO  PRIOR  LIEN ON FIXTURES - No mortgage,  bill  of  sale,
security agreement, financing statement, or other title retention
agreement (except those executed in favor of Lessor) has been, or
will  be,  executed with respect to any fixture (except  Lessee's
trade fixtures not financed with this Development Financing) used
in conjunction with the construction, operation or maintenance of
the improvements.

3.    CONFLICTING TRANSACTION OF LESSEE - The consummation of the
transactions  hereby  contemplated and  the  performance  of  the
obligations  of  Lessee under and by virtue  of  the  Development
Financing  Documents  will  not  result  in  any  breach  of,  or
constitute  a  default under, any mortgage, lease, bank  loan  or
credit   agreement,   corporate  charter,  by-laws,   partnership
agreement, or other instrument to which Lessee is a party  or  by
which  it  may  be bound or affected, the breach of  which  would
materially  affect  Lessee's ability to perform  its  obligations
hereunder.

4.    PENDING  LITIGATION  -  There  are  no  actions,  suits  or
proceedings  pending, or to the knowledge of  Lessee  threatened,
against or affecting it or the Leased Premises, or involving  the
validity  or enforce ability of any of the Development  Financing
Documents,  at law or in equity, or before or by any governmental
authority, except actions, suits and proceedings that  are  fully
covered by insurance or which, if adversely determined would  not
substantially  impair the ability of Lessee to perform  each  and
every  one  of  its  obligations  under  and  by  virtue  of  the
Development Financing Documents; and to the Lessee's knowledge it
is  not  in  default with respect to any order, writ, injunction,
decree or demand of any court or any governmental authority.

5.   VIOLATIONS OF GOVERNMENTAL LAW, ORDINANCES OR REGULATIONS  -
To  the  best  knowledge of Lessee, there are  no  violations  or
notices  of  violations of any federal or state law or  municipal
ordinance  or  order  or requirement of the State  in  which  the
Leased Premises are located or any municipal department or  other
governmental authority having jurisdiction affecting  the  Leased
Premises,  which  violations in any way have a  material  adverse
affect  on  the  Leased Premises and which remain  uncured  after
notice by such governmental authority or department (if notice is
required) and the expiration of the time within which Lessee  may
cure  such  violation,  or  if no time limitation  is  specified,
within a reasonable time after notice to cure such violation .

6.    COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS - To the
best  knowledge  of  Lessee,  the Plans  and  Specifications  and
construction pursuant thereto and the use of the Leased  Premises
contemplated  thereby  comply and will comply  with  all  present
governmental  laws  and  regulations  and  requirements,   zoning
ordinances, standards, and regulations of all governmental bodies
exercising jurisdiction over the Leased Premises.  Lessee  agrees
to  provide the Project Architect's certification to such  effect
prior  to  the  funding  of  the  first  disbursement  under  the
Development Financing.

7.    LESSEE'S  STATUS  AND  AUTHORITY  -  If  the  Lessee  be  a
corporation,  limited liability company, trust or a  partnership,
Lessee  warrants  and represents that (I) it is  duly  organized,
existing  and  in good standing under the laws of  the  state  in
which it is incorporated or created; (ii) it is duly qualified to
do  business  and is in good standing in the state in  which  the
Leased Premises are located; (iii) it has the corporate or  other
power,  authority  and legal right to carry on the  business  now
being   conducted  by  it  and  to  engage  in  the  transactions
contemplated  by  this  Agreement and the  Development  Financing
Documents; and (iv) the execution and delivery of this  Agreement
and  the Development Financing Documents and the performance  and
observance  of  the provisions hereof and thereof have  been  (or
future  acts  will  be) duly authorized by all  necessary  trust,
partnership, or corporate actions of Lessee.  Lessee will furnish
such  resolutions,  affidavits and opinions of  counsel  to  such
effect as Lessor may reasonably require.

8.    AVAILABILITY OF UTILITIES - All utility services  necessary
for  the construction of the Improvements will be available prior
to  the  commencement of construction, and all  utility  services
necessary for the proper operation of the Improvements for  their
intended purposes are available at the Leased Premises or will be
available  at the Leased Premises prior to the Final Disbursement
Date,  at  commercially  comparable  utility  rates  and  hook-up
charges  for  the  vicinity, including water  supply,  storm  and
sanitary   sewer  facilities,  gas,  electricity  and   telephone
facilities.   Lessee shall furnish evidence of such  availability
of utilities from time to time at Lessor's request.

9.    BUILDING  PERMITS - All building permits required  for  the
construction of the Improvements will have been obtained prior to
the  commencement  of  the construction of the  Improvements  and
copies of same will be delivered to Lessor.

10.   CONDITION OF LEASED PREMISES - The Leased Premises are  not
now  damaged  or  injured  as a result of  any  fire,  explosion,
accident,  flood or other casualty, nor to the best  of  Lessee's
knowledge, subject to any action in eminent domain.

APPROVAL  OF PLANS AND SPECIFICATIONS - To the best knowledge  of
Lessee in reliance upon the Project Architect's certification  to
such  effect,  the  Plans  and  Specifications  conform  to   the
requirements  and  conditions set out by applicable  law  or  any
effective  restrictive covenant, to all governmental  authorities
which  exercise  jurisdiction over the  Leased  Premises  or  the
construction thereon, and no construction will be commenced  upon
the  Leased  Premises  until said Plans and Specifications  shall
have  been  approved  by  Lessor,  which  consent  shall  not  be
unreasonably withheld or delayed and shall be given  or  withheld
within ten business days after written request therefor.  Subject
to  Article VI, paragraph 14, no material changes are to be  made
in  the  Plans  and  Specifications as approved without  Lessor's
prior  consent, which consent shall not be unreasonably  withheld
or  delayed  and shall be given or withheld within  ten  business
days  after written request therefor.  After prior written notice
to  Lessor,  provided the Development Financing shall  remain  in
balance  as set forth in Article VII, paragraph 3 herein,  Lessor
shall  consent to reallocation among line items, or  use  of  the
Construction  Contingency in the aggregate of not more  than  the
amount  budgeted  as  set  forth on Exhibit  B  for  Construction
Contingency.   Otherwise,  Lessee shall demonstrate  to  Lessor's
reasonable satisfaction the application of or Lessee's reasonable
access  to  sufficient Owner Equity in the amount of such  excess
over the budgeted amount.

12.   CONSTRUCTION CONTRACTS - Lessee has entered into  contracts
with  the Contractors or separate contracts with materialmen  and
laborers providing for the construction of the Improvements.   If
Lessee  shall be in default hereunder, after written notice  from
Lessor,  Lessee  will cause the Contractors to  promptly  furnish
Lessor  with the complete list of all Sub-contractors or entities
as  and  when under contract, which Contractors propose to engage
to   furnish   labor   and/or  materials  in   constructing   the
Improvements  (such  list containing the  names,  addresses,  and
amounts  of  such sub-contracts as written in excess individually
of  $5,000,  and prior to disbursement of funds  to  or  for  the
benefit   of   such  Subcontractors,  affidavits  of   authorized
signatory and other documents commercially reasonably required by
Title  to  insure that the Leased Premises remain lien free)  and
will  from time to time furnish Lessor or Title with true  copies
of all Contracts entered into by Lessee and with the terms of all
verbal  agreements therefor, if any, (and if Lessee shall  be  in
default  hereunder,  upon  written  request  by  Lessor,  as   to
subcontractors, letters signed by sub-contractors whose contracts
are in excess of $5,000 setting forth the present amount of their
contract  and  the  amounts  remaining  to  be  paid  under  that
contract, if the same information is not stated on a lien  waiver
reflecting   the  most  currently  requested  payment   to   such
subcontractor.)

13.  BROKERAGE COMMISSIONS - No brokerage commissions are due  in
connection with the transaction contemplated hereby or  if  there
are  commissions due or payable the same will be paid by  Lessee.
Lessee  agrees to and shall indemnify Lessor from any  liability,
claims  or  losses  arising  by  reason  of  any  such  brokerage
commissions.  This provision shall survive the repayment  of  the
Development Financing and shall continue in full force and effect
so  long  as the possibility of such liability, claims or  losses
exists.

14.  NO PRIOR WORK - Except as may have been permitted by Lessor,
no  work  or construction has been commenced or will be commenced
by  or on behalf of Lessee on the Leased Premises, nor has Lessee
entered  into  any  contracts  or agreements  for  such  work  or
construction which could result in the imposition of a mechanic's
or  materialmen's lien on the Leased Premises or the Improvements
prior to or on parity with the interest of Lessor.

15.   ENVIRONMENTAL IMPACT STATEMENT - All required environmental
impact  statements  as  required by  any  governmental  authority
having  jurisdiction over the Leased Premises or the construction
of the Improvements have been duly filed and approved.

16.   ACCESS - The Leased Premises front on a publicly maintained
road  or street or have access to such a road or street under  an
easement  or private way, which is not subject to a reversion  in
favor of any party.

17.   FINANCIAL INFORMATION - Any financial statements heretofore
delivered  to  Lessor are true and correct in all respects,  have
been  prepared  in accordance with generally accepted  accounting
practice,  and fairly present the respective financial conditions
of  the subject thereof as of the respective dates thereof and no
materially   adverse  change  has  occurred  in   the   financial
conditions reflected therein since the respective dates thereof.

                           ARTICLE VI
                      COVENANTS OF LESSEE

Lessee hereby covenants and agrees with Lessor as follows:

1.    SURVEYS  - Prior to execution of any Development  Financing
Documents and prior to the initial request for a Disbursement (as
defined  in ARTICLE VIII hereof), Lessee has furnished to  Lessor
three  copies  of a current perimeter land survey,  in  form  and
substance satisfactory to Lessor, certified to Lessor,  giving  a
description  of the Leased Premises and showing all encroachments
onto  or  from  the  Leased Premises, currently  certified  by  a
registered  surveyor and bearing his registry number and  showing
access  rights,  easements,  or utilities,  rights  of  way,  all
setback  requirements  upon  the Leased  Premises,  improvements,
matters  affecting  title  and such other  items  as  Lessor  may
reasonably request.

2.     TITLE  INSURANCE  -  Prior  to  the  initial  request  for
Disbursement the Lessee has furnished Lessor with an ALTA  policy
of  title  insurance,  and prior to any  subsequent  request  for
Disbursement such ALTA policy of title insurance shall be brought
down to the date of Disbursement by endorsement, all in form  and
substance  satisfactory to Lessor issued at the Lessee's  expense
and  written  by  Title  insuring  the  Leased  Premises  to   be
marketable, free from exceptions for mechanic's and materialmen's
liens  and free from other exceptions not previously approved  by
the  Lessor, naming Lessor as fee owner insured to the extent  of
advances made hereunder subject only to such exceptions as may be
reasonably approved by Lessor.

3.    RESTRICTIONS ON CONVEYANCE OR SECONDARY FINANCING -  Lessee
will  not  transfer, sell, convey or encumber the Leased Premises
or  subject the Leased Premises to any secondary financing in any
way  without  the  written  consent  of  the  Lessor,  except  as
permitted  in  Article V, paragraph 2 relating to  trade  fixture
financing sources or suppliers.

4.    INSURANCE  - To obtain or cause Contractor  to  obtain  and
maintain  such insurance or evidence of insurance as  Lessor  may
reasonably require, including but not limited to the following:

      (a)   BUILDER'S  RISK INSURANCE - Builder's Risk  Insurance
written  on the so-called "Builder's Risk-Completed Value  Basis"
in   an  amount  equal  to  the  full  replacement  cost  of  the
Improvements at the date of completion with coverage available on
the  so-called multiple peril form of policy, including  coverage
against  collapse and water damage, naming Lessor  as  additional
named insured, such insurance to be in such amounts and form  and
written  by  such  companies as shall be reasonably  approved  by
Lessor,  and  the  originals  of  such  policies  (together  with
appropriate endorsement thereto, evidence of payment of  premiums
thereon and written agreements by the insurer or insurers therein
to  give  Lessor  ten  (10) days' prior  written  notice  of  any
intention to cancel) shall be promptly delivered to Lessor,  said
insurance  coverage to be kept in full force and  effect  at  all
times until the completion of construction of the Improvements.

       (b)    HAZARD  INSURANCE  -  Fire  and  Extended  Coverage
Insurance, and such other hazard insurance as Lessor may  require
and  as  called for in the Lease in an amount equal to  the  full
replacement  cost  of  the  Improvements  naming  Lessor  as   an
additional  named insured, such insurance to be in  such  amounts
and  form  and  written by such companies as shall be  reasonably
approved  by Lessor, and the originals of such policies (together
with  appropriate endorsements thereto, evidence  of  payment  of
premiums thereon and written agreement by the insurer or insurers
therein to give Lessor ten (10) days' prior written notice of any
intention to cancel) shall be promptly obtained and delivered  to
Lessor  immediately  upon completion of the construction  of  the
Improvements and before any portion is occupied by Lessee or  any
tenant of Lessee with such insurance to be kept in full force and
effect at all times thereafter.

      (c)   PUBLIC  LIABILITY  - Comprehensive  public  liability
insurance (including operations, contingent liability operations,
operations   of   sub-  contractors,  completed  operations   and
contractual  liability insurance) in limits of  coverage  as  set
forth in the Lease.

       (d)   WORKMEN'S  COMPENSATION  INSURANCE  -  Evidence   of
compliance  with the required coverage under statutory  workmen's
compensation requirements.

5.    COLLECTION OF INSURANCE PROCEEDS - To cooperate with Lessor
in  obtaining for Lessor the benefits of any insurance  or  other
proceeds  lawfully or equitably payable to it in connection  with
the  transaction  contemplated hereby and the collection  of  any
indebtedness  or  obligation of the  Lessee  to  Lessor  incurred
hereunder (including the payment by Lessee of the expense  of  an
independent appraisal on behalf of Lessor in case of  a  fire  or
other casualty affecting the Leased Premises).

6.    APPLICATION OF DEVELOPMENT FINANCING PROCEEDS - To use  the
proceeds  of the Development Financing solely for the purpose  of
paying  for Construction Costs and such incidental costs relative
to  the  construction as may be reasonably approved from time  to
time  in  writing by Lessor, and in no event to use  any  of  the
Development Financing proceeds for personal, corporate  or  other
purposes.

7.    EXPENSES  -  To  pay all costs of closing  the  Development
Financing  and  all  expenses  of Lessor  with  respect  thereto,
including,   but  not  limited  to,  (if  Lessee  shall   default
hereunder,  legal  fees  by  Lessor's  counsel  and   all   other
reasonable   attorney's   fees  incurred   in   connection   with
enforcement  of  the terms hereof (limited as set  forth  in  the
Commitment)),  costs of title insurance, transfer taxes,  license
and  permit fees, recording expenses, surveys, intangible  taxes,
appraisal  fees, Inspecting Architect fees, expenses of  retaking
possession  upon default by Lessee hereunder or  other  costs  of
enforcement  (including reasonable attorney's fees)  and  similar
items.

8.   LAWS, ORDINANCES AND ETC. - To comply promptly with any law,
ordinance,   order,  rule  or  regulation  of   all   authorities
exercising   jurisdiction  over  the  Leased  Premises   or   the
construction thereon, including appropriate supervising boards of
fire  underwriters and similar agencies and the  requirements  of
any insurer issuing coverage on the Project.

9.    RIGHT OF LESSOR TO INSPECT LEASED PREMISES - Upon 48  hours
notice,  except in cases which Lessor reasonably deems to  be  an
emergency,  in  which  event  upon reasonable  notice  under  the
circumstances,   to   permit   Lessor   and   Title   and   their
representatives and agents to enter upon the Leased Premises  and
to  inspect  the Improvements and all materials  to  be  used  in
construction  thereof and to cooperate and  cause  Contractor  to
cooperate  with  Lessor  or Title and their  representatives  and
agents   during   such  inspections,  provided   that   such   is
accomplished  without  interrupting  the  construction   process.
Provided,  further,  however, that this provision  shall  not  be
deemed  to  impose  upon Lessor or Title any duty  or  obligation
whatsoever to undertake such inspections, to correct any  defects
in the Improvements or to notify any person with respect thereto.

10.  BOOKS  AND  RECORDS  - To set up and maintain  accurate  and
complete  books, accounts and records pertaining to  the  Project
including  the working drawings in a manner reasonably acceptable
to Lessor.  The Lessor, Title and Inspecting Architect shall have
the  right  at  all  reasonable times and upon  reasonable  prior
notice  to  inspect, examine and copy all books  and  records  of
Lessee relating to the Project, and to enter and have free access
to  the Leased Premises and Improvements and to inspect all  work
done,  labor  performed and material furnished in  or  about  the
Project,  provided that such is accomplished without interrupting
the  construction process.  Notwithstanding the foregoing, Lessee
shall   be   responsible  for  making  inspections  as   to   the
Improvements  during  the  course  of  construction   and   shall
determine to its own satisfaction that the work done or materials
supplied  by  the  Contractors and all  Subcontractors  has  been
properly  supplied  or  done in accordance  with  the  applicable
contracts.  Lessee will hold Lessor and Title harmless  from  and
Lessor  and  Title shall have and have no liability or obligation
of  any kind to Lessee or creditors of Lessee in connection  with
any  defective, improper or inadequate workmanship  or  materials
brought in or related to the Improvements or the Leased Premises,
or  any  mechanic's liens arising as a result of such workmanship
or  materials.   Upon Lessor's request, Lessee shall  replace  or
cause  to  be  replaced  any such work or material  found  to  be
materially deficient by the Independent Architect.  Lessor  shall
cooperate   with  Lessee  in  obtaining  any  rights  under   any
applicable  warranties to accomplish such work.  Any  inspections
made  by  Inspecting Architect, Title or Lessor are for the  sole
benefit of Lessor and neither Lessee nor any creditor, tenant  or
vendee  of  Lessee shall be entitled to rely on such  inspection.
Lessee shall obtain for Lessor coincident rights to rely upon any
warranties   obtain   by   Lessee   from   its   Contractors   or
subcontractors.

11.   CORRECTION OF DEFECTS - To promptly correct any  structural
defects  in the Improvements or any material departure  from  the
Plans and Specifications not previously approved by Lessor.   The
advance   of  any  Development  Financing  proceeds   shall   not
constitute a waiver of Lessor's right to require compliance  with
this covenant.

12.   SIGN  REGARDING DEVELOPMENT FINANCING - To allow Lessor  to
erect and maintain at a suitable site on the Leased Premises,  at
a location to be chosen by Lessee in its reasonable discretion, a
sign  indicating that Development Financing is being provided  by
Lessor,  to  the  extent permitted by law  or  private  covenant,
condition, or agreement affecting the Project.

13.  ADDITIONAL DOCUMENTS - To furnish to Lessor all instruments,
documents,  initial  surveys, footing or foundation  surveys,  if
conducted,  certificates,  plans and specifications,  appraisals,
financial  statements,  title  and other  insurance  reports  and
agreements  and  each  and  every other document  and  instrument
required  to  be furnished by the terms hereof, all  at  Lessee's
expense;   to  assign  and  deliver  to  Lessor  such  documents,
instruments, assignments and other writings, and to do such other
acts  necessary or desirable to preserve and protect  the  Leased
Premises,  as Lessor may require; and to do and execute  all  and
such   further  lawful  and  reasonable  acts,  conveyances   and
assurances  for the carrying out of the intents and  purposes  of
this  Agreement,  the Lease, or the Commitment, as  Lessor  shall
reasonably require from time to time.

14.  ARCHITECTS AND CONSTRUCTION CONTRACTS - To commit no default
nor  knowingly permit a default under the terms of the Architects
or  Construction Contracts; To waive none nor knowingly permit  a
waiver of the obligations of the parties thereunder; To do no act
which   would   relieve  such  parties  from  their   obligations
thereunder; To make no amendments to such contracts, without  the
prior  written consent of Lessor; To enter into no change  orders
or extras that cause a reallocation among budgeted line items, or
that  in the aggregate or singularly result in a net increase  in
excess  of  10% of the original contract amount without  Lessor's
prior  written  consent, which consent shall not be  unreasonably
withheld  or  delayed; provided, however, Lessor shall  be  given
written  notice  and  copies  of  all  change  orders;  provided,
further,  however,  with written notice to Lessor  prior  to  any
request  for  funds  subsequent  to  any  such  change  order  or
reallocation,  the  Lessee shall be allowed  to  enter  into  any
change  order  or  extra which is accounted for  by  use  of  any
reallocation   among   line  items  or  any  remaining   budgeted
Contingency line item, or if the same has been exhausted,  Lessee
shall  be  allowed  increases  in the  original  contract  amount
without  Lessor's  consent if Lessee has, upon the  execution  of
said change order, deposited with Lessor the amount by which such
change order increases the total Construction Cost; To allow  all
such  contracts to be subject to the approval of Lessor  for  its
loan  purposes;  To  allow Lessor to take advantage  of  all  the
rights  and benefits of the contracts upon any default by Lessee;
and  to submit evidence to Lessor that both the Architect and the
Contractors will permit Lessor to acquire Lessee's interest under
their  respective  contracts and the Contract  Documents  without
additional  charge  or  fee  should an  event  of  default  occur
hereunder,  which  default is not cured within applicable  notice
and cure periods.

ENFORCE PERFORMANCE OF SUB-CONTRACTS - To enforce, or cause to be
enforced,   the  prompt  performance  of  the  Sub-Contracts   in
accordance with their terms and not to approve any changes in the
same that in the aggregate or singularly result in a net increase
in  excess  of 10% of the original General Contractor's  contract
amount  without  Lessor's prior written  consent,  which  consent
shall  not be unreasonably withheld or delayed, provided Lessee's
right  to  enter into any such change order shall be on the  same
terms set forth in Section 14 above.

16.   COMPLIANCE WITH RULES - To comply with, and to require  the
Contractors  to  comply with, all rules, regulations,  ordinances
and  laws bearing on the conduct of the work on the Improvements,
including the requirements of any insurer issuing coverage on the
Project and the requirements of any applicable supervising boards
of fire underwriters.

17.  OPINIONS OF COUNSEL - To furnish such opinions of counsel as
may  be reasonably requested of the Lessee in connection with the
matters contemplated by this Agreement.

18.   SOIL  TESTS  -  To provide the Lessor with  a  soil  report
prepared by an acceptable engineer certifying as to the status of
the  soil conditions on the Leased Premises, the need or lack  of
need  for  special pilings and foundations and  that  either  any
pilings and foundation necessary to support the Improvements have
been  placed  in a manner and quantity sufficient to provide  the
required  support  or  that no such pilings and  foundations  are
necessary for the support and construction of the Improvements.

19.   MARKETABLE TITLE - To execute and deliver or  cause  to  be
executed and delivered such instruments as may be required by the
Lessor and Title to provide Lessor with a marketable, valid title
to  the Leased Premises subject only to such exceptions to  title
as may be reasonably approved by Lessor.

20.  VIOLATIONS OF GOVERNMENTAL LAW, ORDINANCES OR REGULATIONS  -
Lessee  will  permit no violations nor commit the  same,  of  any
federal  or  state  law  or  municipal  ordinance  or  order   or
requirement of the State in which the Leased Premises are located
or  any  municipal  department  or other  governmental  authority
having   jurisdiction  affecting  the  Leased   Premises,   which
violations  in  any  way have a material adverse  affect  on  the
Leased  Premises and which remain uncured after  notice  by  such
governmental authority or department (if notice is required)  and
the  expiration  of the time within which Lessee  may  cure  such
violation,  or  if  no  time limitation is  specified,  within  a
reasonable time after notice to cure such violation .

21.   COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR  LAWS  -  The
Plans  and  Specifications and construction pursuant thereto  and
the  use of the Leased Premises contemplated thereby will  comply
with  all  governmental  laws and regulations  and  requirements,
zoning ordinances, standards, and regulations of all governmental
bodies   exercising  jurisdiction  over  the   Leased   Premises,
including   environmental   protection   and   equal   employment
regulations,   and  appropriate  supervising   boards   of   fire
underwriters and similar agencies.

22.   APPROVAL  OF  PLANS  AND SPECIFICATIONS  -  The  Plans  and
Specifications  will conform to the requirements  and  conditions
set  out by applicable law or any effective restrictive covenant,
and  to  all governmental authorities which exercise jurisdiction
over the Leased Premises or the construction thereon.

                          ARTICLE VII
             CONDITIONS PRECEDENT TO A DISBURSEMENT

It shall be a condition precedent to each Disbursement under this
Development Financing Agreement that:

1.    DEVELOPMENT FINANCING DOCUMENTS - The Development Financing
Documents  shall have been duly executed and delivered to  Lessor
and shall be in full force and effect.

2.    LESSEE  EQUITY - Lessee shall have paid all of  the  Lessee
Equity  funds,  if  any shall then be required  or  known  to  be
required prior to the First Disbursement, into the Project before
the  first  Disbursement  (or  any  subsequent  Disbursement   if
additional  Lessee Equity should be required)  and  Lessee  shall
deliver  evidence  reasonably  satisfactory  to  Lessor  of   the
availability of funds to make such payment.

3.    DEVELOPMENT FINANCING BALANCE - As of the date  immediately
prior   to   any  Disbursement,  Lessee's  acceptance   of   such
Disbursement shall be deemed to be certification that  the  total
amount of unadvanced proceeds of the Development Financing  shall
be sufficient to complete the Improvements free of liens.  To the
extent  the  total of the unadvanced proceeds of the  Development
Financing shall be insufficient, at any time, in the commercially
reasonable  opinion of Lessor (the opinion of Lessor being  based
upon   affidavit  of  the  General  Contractor,  the   Inspecting
Architect (if applicable), or other reliable licensed third party
contractor)   to complete the Improvements, or be less  than  the
total  Construction Costs not yet paid for or  not  yet  incurred
(including  interest accruing for the remainder of  the  term  or
extensions  thereof,  if any), the Lessee  shall  demonstrate  to
Lessor's  reasonable satisfaction the application of or  Lessee's
reasonable  access to sufficient Owner Equity in  the  amount  of
such excess over the budgeted amount..

NO DEFAULT - No event of default, which remains uncured after the
expiration  of  applicable cure periods, shall exist  under  this
Agreement or the Development Financing Documents.

5.    REPRESENTATIONS  AND WARRANTIES - The  representations  and
warranties in Article V hereof shall be true and correct  on  and
as of the date of each Disbursement.

6.    COVENANTS  -  Lessee shall have complied with  all  of  the
covenants made by it in Article VI hereof.

7.     SWORN  CONSTRUCTION  STATEMENT  -  Prior  to  the  initial
disbursement hereunder, the Lessee shall have submitted to Lessor
and  Title  a  Construction Cost Statement  or  the  Construction
Contract (if such information is contained therein) sworn  to  by
Lessee  and  Contractors reflecting all major Sub-Contractors  or
materialmen  who  shall  then  be engaged  in  furnishing  labor,
materials or supplies for the Improvements.  The list should show
the  name  of  each and every Contractor, (and  with  respect  to
further  disbursements, if Lessee be in default  hereunder,  upon
written  request by Lessor, Lessee shall provide a list  of  Sub-
Contractors  and  materialman  (or  at  least  such  entities  or
individuals whose contract is in excess of $5,000)), its  address
and  an  estimate  of  the dollar value of the  work,  labor  and
materials to be done or supplied and a general statement  of  the
nature of the work to be done or materials to be supplied by each
Contractor.   Thereafter,  if such  list  should  change  or  new
Contractors  shall execute contracts not reflected on  the  above
list,  the  Lessee shall furnish to the Lessor any amendments  or
additions to the original statement as so submitted.

8.    APPLICATION  FOR PAYMENT - Lessor shall  have  received  an
Application for Payment pursuant to Article VIII hereof.

9.    TITLE  -  Title shall issue its endorsement  to  the  title
policy  insuring the Lessor as fee owner under the policy in  the
aggregate  amounts of all prior Disbursements and  the  requested
Disbursement.

10.   WORK  IN  PLACE  -  All  work  or  materials  for  which  a
Disbursement is requested shall be in place and incorporated into
the Improvements.

                          ARTICLE VIII
   METHODS OF DISBURSEMENTS OF DEVELOPMENT FINANCING PROCEEDS

The  Development  Financing shall be disbursed (a "Disbursement")
as follows:

1.    PROCEDURE - Not more often than monthly, Lessee may  submit
an Application for Payment in the form attached hereto as Exhibit
"C" requesting the Disbursement of proceeds under the Development
Financing, which request shall be submitted to Lessor and to LTIC-
CDD at least five (5) business days prior to the date on which  a
Disbursement  is  requested.  Provided  the  conditions  of  this
Development Financing Agreement are met on the date requested for
such  advance, Lessor shall advance to LTIC-CDD amounts certified
to  be  currently  payable  by Lessee  (excluding  the  retainage
hereinafter  specified) for the then incurred  portion  of  Total
Construction Costs pursuant to the Application for Payment.   All
costs  shall  have  been  approved  in  writing  by  the  Lessee,
Contractor,  and  if  required  by  Lessor,  by  the   Inspecting
Architect,  if any.  All interest accruing need not be  disbursed
to LTIC-CDD, but may be immediately and automatically credited by
Lessor  to  the  Development Financing account.   LTIC-CDD  shall
disburse  all  funds advanced to it by Lessor in accordance  with
the terms and provisions of this Agreement and any special escrow
requirements imposed by LTIC-CDD as a condition to its acting  as
the  disbursing agent hereunder.  The disbursed proceeds  of  the
Development Financing shall bear interest from and including  the
date  of disbursement to LTIC-CDD or the date of credit by Lessor
provided  that in the event LTIC-CDD shall fail to  disburse  any
advances within five (5) business days after the date set for  an
advance,  LTIC-CDD  shall  return  said  advance  to  Lessor  and
interest on such advance shall abate from and after the  date  of
such  return.  Any amounts disbursed to LTIC-CDD and returned  by
LTIC-CDD  to the Lessor shall not be deemed to be advanced  under
the   Development  Financing  Documents.   Each  Application  for
Payment shall clearly set forth the amounts due to Lessee and  to
each  Contractor out of the requested Development  Financing  and
shall be accompanied by the following:

      a.   An Application for Payment in the form attached hereto
as Exhibit "C" certifying that each contractor or materialman for
which  payment  is  requested  in the  relevant  Application  for
Payment  has  satisfactorily completed the work or furnished  the
materials for which payment is requested in accordance  with  the
applicable  contract; that all work for which an Application  for
Payment  is made substantially conforms to the Contract Documents
and  any  approved changes, and is in place; and that  sufficient
funds remain of the undisbursed Development Financing proceeds to
complete the Project and that all funds previously disbursed have
been applied as per the previous Application for Payment.

      b.    Waivers  of Mechanics' Liens and Materialmen's  Liens
executed  by all Contractors for all work done and all  materials
furnished  to  the Leased Premises and included in  such  current
Application  for  Payment, or evidence  or  indemnification  from
Lessee  reasonably required by Title to insure over the  same  by
special  specific  endorsement, or such other  releases  or  lien
pursuant  to  bonding  or otherwise to prevent  such  liens  from
attaching to the Leased Premises.

      c.    If Lessee shall be in default hereunder, upon written
request  by Lessor, Waivers of Mechanics' Liens and Materialmen's
Liens executed by all Sub-Contractors and workmen and materialmen
for  all  work  done and all materials furnished  to  the  Leased
Premises  and  included in the immediately preceding  Application
for  Payment, or evidence reasonably required by Title to  insure
over  the  same  by special specific endorsement, or  such  other
releases or lien pursuant to bonding or otherwise to prevent such
liens from attaching to the Leased Premises.

Such  other supporting evidence, including invoices and  receipts
as  may  be  requested by Lessor or LTIC-CDD to substantiate  all
payments  which  are  to be made out of the  Disbursement  or  to
substantiate all payments then made in respect to the Project.

Title  shall have issued an endorsement bringing the date of  the
Policy  forward  to the date of such disbursement and  increasing
the  amount  of coverage to acknowledge the Policy liability  has
increased to the full amount disbursed to that date.

2.     INTEREST  ADVANCE  -  If  interest  has  accrued  on   the
Development  Financing and is unpaid or fees are payable  to  the
Lessor  hereunder, Lessor shall be, and hereby is, authorized  at
any   time  to  advance  to  itself  from  the  proceeds  of  the
Development  Financing the total amount of such accrued  interest
and  fees,  whether or not an Application for  Payment  has  been
submitted  by the Lessee and the same shall be deemed  to  be  an
advance  of the proceeds of the Development Financing under  this
Agreement  in  the  same manner and with the same  effect  as  if
advanced under the provisions above.  It is understood Lessor may
establish  an  automatic  interest  reserve  whereby  Lessor  may
withdraw  from  the Development Financing account  on  a  regular
basis  the  accrued  interest on the  Development  Financing  and
credit the Development Financing balance with the same.

3.   ASSESSMENT AND TAX ADVANCE - As taxes and assessments become
due  on  the  Leased Premises, Lessor shall be,  and  hereby  is,
authorized  to advance to itself automatically from the  proceeds
of  the Development Financing, the total amount of such taxes and
assessments and the same shall be deemed to be an advance of  the
proceeds of the Development Financing under this Agreement in the
same  manner  and with the same effect as if advances  under  the
provisions  above, if not previously paid before due pursuant  to
Lessee's obligations under the Lease.

4.    DISBURSE UNDER DEVELOPMENT FINANCING DOCUMENT  -  All  sums
advanced  and  disbursed hereunder shall be disbursed  under  and
shall be secured by the Development Financing Documents.

5.    PAYMENTS TO SUBCONTRACTORS -  If Lessee shall be in default
hereunder,   LTIC-CDD  in  its  reasonable  discretion  may  make
payments directly to any subcontractor or materialman.

6.    RETAINAGE - Each Disbursement shall be limited to an amount
equal  to  ninety  percent  (90%)  of  the  value,  exclusive  of
Contractor's  profit  and overhead, of the  materials  and  labor
furnished  to the Leased Premises and the balance (herein  called
the  Retainage) shall be retained by Lessor, provided that thirty
(30)  days  after completion by each subcontractor or materialman
of  his subcontract Lessor will disburse to such party, or to the
Contractor  on  behalf of such party the Retainage withheld  from
said party, provided that as a condition to such disbursement the
Lessee and the Inspecting Architect (if applicable) shall certify
to  Lessor the date that such Party's subcontract has been  fully
and satisfactorily completed and the subcontractor or materialmen
shall  have supplied Title with satisfactory final lien  waivers,
including final lien waivers for any of its submaterialmen or sub-
contractors  and the requirements of any bonding company  issuing
the  Bonds  shall  have  been fulfilled or  LTIC-CDD  shall  have
received  the indemnification of Lessee LTIC-CDD shall reasonably
require.  Any Retainage due the Contractor for work performed  or
materials  furnished by the Contractor and the final  balance  of
Contractor's profit and overhead shall be disbursed on the  Final
Disbursement  Date  pursuant to Article IX hereof.   Contractor's
profit  and  overhead  shall  be  disbursed  based  upon  and  in
proportion  to  the percentage of completion of the  Project,  or
amounts payable under the Construction Contract for work actually
performed, whichever is less, as certified by the Lessor.

                           ARTICLE IX
              FINAL DEVELOPMENT FINANCING BALANCE

Unless  and until Lessor and Lessee have entered into a  mutually
satisfactory escrow holdback and undertaking agreement to,  inter
alia,  complete  the  Improvements  and  otherwise  satisfy   the
requirements of this Article IX, at no time and in no event shall
Lessor  be  obligated to disburse the balance of the proceeds  of
the Development Financing, including any Retainage until the date
the  following  have  been  satisfied  (the  "Final  Disbursement
Date"):

1.    Lessor shall have received reasonably satisfactory evidence
of  the  final  completion  of  the Improvements  in  substantial
accordance  with  the Contract Documents and the  Certificate  of
Final Completion from the Contractor and Lessee.

2.    Lessor  shall  have received satisfactory as-built  surveys
reflecting  the  final  location of  the  Improvements  as  fully
completed on the Leased Premises in accordance with the  Contract
Documents, said survey to be prepared by a registered or licensed
surveyor bearing his registry number, certifying to Lessor as  to
the  legal  description of the Leased Premises  and  showing  all
Improvements  located on the Leased Premises and  indicating  the
street  address of the Improvements, absence of any encroachments
on  the Leased Premises or from the Leased Premises onto adjacent
land,  showing all access points, and showing conformance to  all
set  back requirements and delineating all utility easements that
are  specifically  legally described, rights  of  way  and  other
matters affecting the Leased Premises, and certifying as  to  the
total  acreage  of  the  land,  the exterior  dimensions  of  the
Improvements, and the number of parking spaces, if any, and  such
other matters as Lessor may reasonably request.

3.    Lessor  shall  have received a requisite affidavit  of  the
Lessee  and Contractor, and approved by the Inspecting  Architect
(if   applicable)  certifying  as  to  the  final  cost  of   the
Improvements.

4.   Title shall have been furnished with such final lien waivers
or  with  an  indemnification  agreement  satisfactory  to  Title
sufficient  in  the opinion of the Title to either  dissolve  any
possible  Mechanic's and Materialman's Liens affecting  title  to
the Leased Premises or sufficient to allow Title to afford Lessor
such coverages without such waivers or Lessee shall have provided
a  bond  or  other security sufficient to remove the lien  as  an
encumbrance  upon title to the Leased Premises  and  Title  shall
have  issued its final bring down endorsement to the title policy
increasing  the insured coverage to the full amount of  all  sums
disbursed under this Development Financing Agreement and bringing
the  date  of  the  Policy  forward to  the  date  of  the  Final
Disbursement..

5.    Lessor shall have received evidence that all of the  terms,
provisions  and  conditions on the  part  of  the  Lessee  to  be
performed  or  caused  to be performed hereunder  and  under  the
Lease,  including but not limited to obtaining casualty insurance
for  the  full  insurable  value of the Improvements,  have  been
fulfilled to the satisfaction of Lessor.

6.    Lessor shall have received a Final Certificate of Occupancy
issued  by  the appropriate governmental authority  covering  the
Improvements and a Certificate of Substantial Completion from the
Lessee  and Contractor indicating that the Improvements as  built
comply  with all building codes and zoning ordinances,  including
any  plat  requirements  or requirements  of  recorded  operating
covenants or agreements affecting the Leased Premises.

7.   All remaining uncompleted "punch list" items shall have been
satisfactorily completed.

8.    The  requirements of all bonding companies,  if  any,  with
respect to release of retainage shall have been met.

9.    An  amendment (the "First Lease Amendment")  to  the  Lease
shall be executed by Lessee and Lessor setting forth the date the
first Lease Year and the initial term of the Lease shall end  and
the  Rent for the balance of the first Lease Year, and evidencing
the  satisfaction  and termination of this Agreement.   The  Rent
shall  be  adjusted  to  Six and One-Half Percent  of  the  Total
Project Costs for the First full Lease Year after the date of the
First  Lease  Amendment and to Nine Percent of the Total  Project
Costs  for the Second Lease Year, and increase thereafter as  set
forth in the Lease.

                           ARTICLE X
                       EVENTS OF DEFAULT

An  "event of default" shall be deemed to have occurred hereunder
and under the Lease, if:

1.    DEFAULT UNDER DEVELOPMENT FINANCING DOCUMENTS - Any default
or  event  of  default occurs (which remains  uncured  after  the
expiration of any applicable cure period as may be set  forth  in
any  Development Financing Document) under any of the Development
Financing Documents as defined therein; or

2.   FAILURE TO COMPLETE CONSTRUCTION - Lessee shall fail for any
reason,  except Lessor's wrongful refusal to fund the Development
Financing pursuant to the terms hereof, to substantially complete
the construction of the Improvements by the Completion Date; or

3.    BREACH OF AGREEMENT - Lessee breaches or fails to  perform,
observe  or  meet  any covenant or condition of  this  Agreement,
provided,  however,  with respect to monetary defaults  hereunder
Lessee shall have five (5) days after notice from Lessor to  cure
such monetary defaults, and with respect to non-monetary defaults
hereunder, Lessee shall have twenty days after notice from Lessor
to  cure  such non-monetary default, or if such default (but  for
the  payment of monies) cannot be cured within twenty days,  such
longer  time as may be reasonably necessary to effect a  cure  if
Lessee  is  diligently  pursuing a course of  conduct  reasonably
designed to cure the default.; or

4.    BREACH  OF WARRANTY - Any warranties made or agreed  to  be
made  in  any  of  the Development Financing  Documents  or  this
Agreement shall be breached by Lessee or shall prove to be  false
or misleading, and the same shall not be cured or made to be true
and correct within the applicable cure periods; or

5.    FILING OF LIENS AGAINST THE LEASED PREMISES - Any lien  for
labor,  material, taxes or otherwise shall be filed  against  the
Leased  Premises  and  such  lien shall  not  be  promptly  paid,
released,  contested in an appropriate forum, or bonded  over  to
Lessor's reasonable satisfaction before the lien shall materially
adversely affect Lessor's interest in the Premises; or

6.    LITIGATION AGAINST LESSEE - Any suit shall be filed against
Lessee,  and  is  not  resolved within 120  days  and,  which  if
adversely  determined, could substantially impair the ability  of
Lessee to perform each and every one of its obligations under and
by virtue of the Development Financing Documents; or

7.    LEVY  UPON THE LEASED PREMISES - A levy be made  under  any
process  on  the  Leased  Premises and such  levy  shall  not  be
promptly Bonded over prior to the execution of such levy; or

8.   TRANSFER OF LEASED PREMISES - Lessee shall without the prior
written  consent of Lessor, voluntarily or by operation  of  law,
sell,  transfer,  convey  or encumber all  or  any  part  of  its
interest in the Leased Premises or in any of the personalty owned
by Lessor located thereon; or

9.    ABANDONMENT  -  Lessee abandons the project  or  delays  or
ceases  work  thereon  for a period of fifteen  consecutive  (l5)
days,  or  delays  construction or  suffers  construction  to  be
delayed for any period of time for any reason whatsoever so  that
completion of Improvements cannot be accomplished in the judgment
of  Lessor  on  or before the Completion Date, subject  to  force
majeure; or

10.  BANKRUPTCY - Lessee shall make an assignment for the benefit
of  its creditors or shall admit in writing its inability to  pay
its  debts  as  they  become  due or shall  file  a  petition  in
bankruptcy  or  shall be adjudicated a bankrupt or  insolvent  or
shall  file  a  petition seeking any reorganization, dissolution,
liquidation, arrangement, composition, readjustment,  or  similar
relief  under  any  present  or future bankruptcy  or  insolvency
statute, law or regulation, or shall file an answer admitting  to
or  not  contesting the material allegations of a petition  filed
against  it in any such proceedings, or shall not have  the  same
dismissed  or  vacated, or shall seek or consent or acquiesce  in
the  appointment  of  any trustee, receiver or  liquidator  of  a
material  part  of  its  properties,  or  shall  not  after   the
appointment  without  the  consent or acquiescence  of  it  of  a
trustee,  receiver,  or liquidator of any material  part  of  its
properties have such receiver, liquidator or appointment vacated;
or

11.   EXECUTION  LEVY - Execution shall have been levied  against
the  Leased  Premises  or  any lien creditors  commence  suit  to
enforce  a  judgment  lien against the Leased  Premises  or  such
action  or  suit  shall  have  been  brought  and  shall  not  be
immediately bonded over and shall continue unstayed and in effect
for a period of more than 120 consecutive days; or

12.  ATTACHMENT - Any part of the Lessor's commitment to make the
advances  hereunder  shall at any time be subject  or  liable  to
attachment or levy at the suit of any creditor of the  Lessee  or
at  the  suit of any subcontractor or creditor of the  Contractor
and  shall  remain  unstayed prior to the time  Lessor  shall  be
obligated to comply with the same;

                           ARTICLE XI
                       REMEDIES OF LESSOR

Lessee  hereby agrees that the occurrence of any one or  more  of
the  events  of default set out in Article X hereof,  shall  also
constitute  an  event of default under each  of  the  Development
Financing   documents,  thereby  entitling  Lessor,   after   the
expiration  of  any  applicable cure period, at  its  option,  to
proceed to exercise any or all of the following remedies:

1.    EXERCISE  OF  REMEDIES - To exercise  any  of  the  various
remedies  provided in any of the Development Financing Documents,
including  the acceleration of the Put described in Articles  XIV
hereof;

2.    CUMULATIVE  RIGHTS  - Cumulatively to  exercise  all  other
rights, options and privileges provided by law;

3.    CEASE MAKING ADVANCES - To refrain from making any advances
under  this  Agreement  but Lessor may make  advances  after  the
happening of any such event without thereby waiving the right  to
refrain from making other further advances or to exercise any  of
the other rights Lessor may have.

4.    RIGHTS  TO ENTER - To require Lessee to vacate  the  Leased
Premises and permit Lessor (whether prior to the exercise of  the
Put  or  during  any  period prior to the  closing  of  the  sale
pursuant to the Put);

     (a)  To enter into possession;

      (b)   To perform or cause to be performed any and all  work
and  labor  necessary to complete the Improvements in  accordance
with the Plans and Specifications;

      (c)   To  employ  security watchmen to protect  the  Leased
Premises; and

      (d)   To disburse that portion of the Development Financing
Proceeds  not  previously disbursed (including any Retainage)  to
the   extent  necessary  to  complete  the  construction  of  the
Improvements in accordance with the Contract Documents and if the
completion  requires a larger sum than the remaining  undisbursed
portion of the Development Financing, to disburse such additional
funds,  all of which funds so disbursed by Lessor shall be deemed
to  have  been  disbursed to Lessee.  For  this  purpose,  Lessee
hereby  consents   upon an uncured default by  Lessee  after  the
expiration  of  any  applicable notice and cure  period,  to  the
Lessor   taking  the  following  actions,  or  not,  in  Lessor's
reasonable  discretion:  to  complete  the  construction  of  the
Improvements  in  the  name of the Lessee,  and  hereby  empowers
Lessor  to  take  all  actions necessary in connection  therewith
including  but not limited to using any funds of Lessee including
any  balance which may be held in escrow and any funds which  may
remain  unadvanced  hereunder for the purpose of  completing  the
said portion of the Improvements in the manner called for by  the
Contract  Documents;  to  make such  additions  and  changes  and
corrections in the Contract Documents which shall be necessary or
desirable  to  complete the said portion of the  Improvements  in
substantially the manner contemplated by the Contract  Documents;
to  employ  such contractors, subcontractors, agents, architects,
and  inspectors as shall be required for said purposes;  to  pay,
settle  or  compromise all existing or future  bills  and  claims
which are or may be liens against said Leased Premises, or may be
necessary or desirable for the completion of the said portion  of
the  Improvements  or  the  clearance  of  title  to  the  Leased
Premises;  to  execute all applications and certificates  in  the
name of Lessee which may be required by any construction contract
and  to do any and every act with respect to the construction  of
the  said portion of the Improvements which Lessee may do in  its
own  behalf. Lessor shall also have power to prosecute and defend
all  actions  and proceedings in connection with the construction
of  the  said portion of the Improvements and to take such action
and   require  such  performance  as  it  deems  necessary.    In
accordance  therewith, Lessee hereby assigns and quitclaims  unto
Lessor  all  sums  to be advanced hereunder including  Retainage.
Any  funds so disbursed or fees or charges so incurred  shall  be
included  in any amount necessary for the Lessee to pay  pursuant
to the Put.

      (e)  To discontinue making advances hereunder to the Lessee
and to terminate Lessor's obligations under this Agreement.

5.   RIGHTS NON CUMULATIVE - No right or remedy by this Agreement
or  by any Development Financing Document or instrument delivered
by  the Lessee pursuant hereto, conferred upon or reserved to the
Lessor shall be or is intended to be exclusive of any other right
or remedy and each and every right and remedy shall be cumulative
and  in addition to any other right or remedy or now or hereafter
arising  at a law or in equity or by statute.  Except  as  Lessor
may hereafter otherwise agree in writing, no waiver by Lessor  or
any  breach  by  or default of Lessee of any of its  obligations,
agreements, or covenants under this Agreement shall be deemed  to
be  a  waiver of any subsequent breach of the same or  any  other
obligation,  agreement or covenant, nor shall any forbearance  by
Lessor to seek a remedy for such breach be deemed a waiver of its
rights  and  remedies with respect to such a  breach,  nor  shall
Lessor  be  deemed to have waived any of its rights and  remedies
unless  it be in writing and executed with the same formality  as
this Agreement.

6.    EXPENSES - The Development Financing and this Agreement and
the  performance  by  the Lessor or Lessee of  their  obligations
hereunder shall be without cost and expense to the Lessor, except
as otherwise set forth herein or in the Commitment,  all of which
costs  and  expenses  the Lessee agrees to pay  and  hold  Lessor
harmless  of  and  payment  of which  shall  be  secured  by  the
Development Financing Documents.  Specifically, Lessee agrees  to
pay  all title charges, surveyor's fees,  and costs and the  like
incurred   in  connection  with  this  Agreement,  and   Lessor's
attorney's  fees  and  costs  incurred  in  connection  with  the
enforcement hereof, if necessary.


                          ARTICLE XII
              GENERAL CONDITIONS AND MISCELLANEOUS

The  following conditions shall be applicable throughout the term
of this Agreement:

1.    RIGHTS OF THIRD PARTIES - All conditions of the obligations
of   Lessor   hereunder,  including  the   obligation   to   make
disbursements are imposed solely and exclusively for the  benefit
of  Lessee,  and no other person shall have standing  to  require
satisfaction of such conditions in accordance with their terms or
be entitled to assume that Lessor will refuse to make advances in
the absence of strict compliance with any or all thereof, and  no
other  person shall, under any circumstances, be deemed to  be  a
beneficiary  of  such conditions, any and all  of  which  may  be
freely waived in whole or in part by Lessor at any time if in its
sole  discretion it deems it desirable to do so.  In  particular,
Lessor  makes  no  representations  and  assumes  no  duties   or
obligations  as  to third parties concerning the quality  of  the
construction  of  the  Improvements or the absence  therefrom  of
defects.   In  this  connection,  Lessee  agrees  to  and   shall
indemnify  Lessor from any liability, claims or losses  resulting
from  the  disbursement of the Development Financing proceeds  or
from the condition of the Leased Premises whether related to  the
quality  of construction or otherwise and whether arising  during
or  after the term of the Development Financing made by Lessor to
Lessee  in  connection  therewith,  except  for  Lessor's   gross
negligence  or willful misconduct.  This provision shall  survive
the  termination  of this Agreement and shall  continue  in  full
force  and  effect  so  long  as  the  possibility  of  any  such
liability, claims or losses exists.

2.    EVIDENCE  OF SATISFACTION OF CONDITIONS - Any condition  of
this  Agreement which requires the submission of evidence of  the
existence or non- existence of a specified fact or facts  implies
as  a condition the existence or non- existence, as the case  may
be,  of  such fact or facts, and Lessor shall, at all  times,  be
free  independently  to establish to its reasonable  satisfaction
such existence or non-existence.

3.     ASSIGNMENT  -  Lessee  may  not  assign  this  Development
Financing Agreement or any of its rights or obligations hereunder
without the prior written consent of Lessor.

4.    SUCCESSORS AND ASSIGNS - Whenever in this Agreement one  of
the  parties  hereto is named or referred to,  the  heirs,  legal
representatives, successors and assigns of such parties shall  be
included  and  all  covenants and agreements  contained  in  this
Agreement by or on behalf of the Lessee or by or on behalf of the
Lessor  shall  bind and inure to the benefit of their  respective
heirs, legal representatives, successors and assigns, whether  so
expressed or not.


5.    HEADINGS  -  The headings of the sections,  paragraphs  and
subdivisions  of  this  Agreement  are  for  the  convenience  of
reference  only, and are not to be considered a part  hereof  and
shall not limit or otherwise affect any of the terms hereof.

6.    INVALID PROVISIONS TO AFFECT NO OTHERS - If fulfillment  of
any  provision hereof, or any transaction related thereto at  the
time  performance  of  any such provision  shall  be  due,  shall
involve  transcending the limit of validity  prescribed  by  law,
then, ipso facto, the obligation to be fulfilled shall be reduced
to the limit of such validity; and such clause or provision shall
be  deemed  invalid  as  though not  herein  contained,  and  the
remainder of this Agreement shall remain operative in full  force
and effect.

7.    NUMBER AND GENDER - Whenever the singular or plural number,
masculine or feminine or neuter gender is used herein,  it  shall
equally include the other.

8.   AMENDMENTS - Neither this Agreement nor any provision hereof
may be changed, waived, discharged or terminated orally, but only
by  an  instrument  in writing signed by the party  against  whom
enforcement  of  the change, waiver, discharge or termination  is
sought.

9.    NOTICES - Any notice which any party hereto may  desire  or
may be required to give to any of the parties shall be in writing
and  the mailing thereof by certified mail, or equivalent, to the
respective  parties' addresses set forth hereinabove or  to  such
other place such party may by notice in writing designate as  its
address shall constitute service of notice hereunder.

10.  GOVERNING LAW - This Development Financing Agreement is made
and  executed pursuant to and is intended to be governed  by  the
laws of the State where the Leased Premises are located.

11.  FORCE  MAJEURE - Anything in this Agreement to the  contrary
notwithstanding,  Lessee  shall not be  deemed  in  default  with
respect  to  the  performance of any of  the  terms,  provisions,
covenants,  and  conditions  of this Agreement  (except  for  the
payment  of all other monetary sums payable hereunder,  to  which
the  provisions  of this Section shall not apply),  if  the  same
shall  be  due  to any strike, lockout, civil commotion,  warlike
operations,    invasion,   rebellion,   hostilities,    sabotage,
governmental   regulations  or  controls,   impracticability   of
obtaining  any materials or labor (except due to the  payment  of
monies),  shortage  or unavailability of a source  of  energy  or
utility   service,   Act  of  God,  casualty,   adverse   weather
conditions, or any cause beyond the reasonable control of  Lessee
(except  due  to the payment of monies).  Provided,  however,  in
order to invoke the extension of the Completion Date afforded  by
this  section, Lessee shall notify Lessor in writing within  five
days  of  the occurrence of such force majeure, and in any  event
the  Completion  Date  shall be extended  as  a  result  of  such
occurrence no more than reasonably necessary and in no  event  no
more than 90 days.

12.  BROKERAGE COMMISSIONS - Lessor represents to Lessee that  on
account of or through Lessor no brokerage commissions are due  in
connection with the transaction contemplated hereby or  if  there
are  such  commissions due or payable on account  of  or  through
Lessor  the  same will be paid by Lessor.  Lessor agrees  to  and
shall  indemnify  Lessee  from any liability,  claims  or  losses
arising  by  reason  of  any  such brokerage  commissions.   This
provision   shall  survive  the  repayment  of  the   Development
Financing and shall continue in full force and effect so long  as
the possibility of such liability, claims or losses exists

                          ARTICLE XIII
  DAMAGE, DESTRUCTION, CONDEMNATION, USE OF INSURANCE PROCEEDS

      1.   DAMAGE OR DESTRUCTION OF THE LEASED PREMISES.   Lessee
will  give  the  Lessor  prompt  notice  of  any  damage  to   or
destruction of the Leased Premises and in case of loss covered by
policies  of  insurance the Lessor (whether before or  after  the
exercise  of  the Put if Lessee be in default hereof)  is  hereby
authorized  at its option to settle and adjust any claim  arising
out  of  such  policies and collect and receipt for the  proceeds
payable  therefrom, provided, that the Lessee may  itself  adjust
and  collect  for  any losses arising out of a single  occurrence
aggregating not in excess of $50,000.00.  Any expense incurred by
the Lessor in the adjustment and collection of insurance proceeds
(including the cost of any independent appraisal of the  loss  or
damage  on  behalf of Lessor) shall be reimbursed to  the  Lessor
first  out  of  any proceeds.  The proceeds or any  part  thereof
shall  be  applied to reduction of the Put Price, which  Put  may
then  be  exercised  by Lessor, without the  application  of  any
prepayment premium, or to the restoration or repair of the Leased
Premises,  the  choice  of  application  to  be  solely  at   the
discretion of Lessor.

     2.  CONDEMNATION.  Lessee will give the Lessor prompt notice
of  any  action, actual or threatened, in condemnation or eminent
domain   affecting  the  Leased  Premises  and  hereby   assigns,
transfers, and sets over to the Lessor the entire proceeds of any
award  or  claim for damages for all or any part  of  the  Leased
Premises  taken or damaged under the power of eminent  domain  or
condemnation, the Lessor being hereby authorized to intervene  in
any  such  action and to collect and receive from the  condemning
authorities  and give proper receipts and acquittances  for  such
proceeds.   Lessee  will not enter into any agreements  with  the
condemning  authority permitting or consenting to the  taking  of
the  Leased  Premises unless prior written consent of  Lessor  is
obtained.  Any expenses incurred by the Lessor in intervening  in
such  action  or collecting such proceeds shall be reimbursed  to
the  Lessor first out of the proceeds.  The proceeds or any  part
thereof shall be applied to reduction of the Put Price, which Put
may  then be exercised by Lessor, without the application of  any
prepayment premium, or to the restoration or repair of the Leased
Premises,  the  choice  of  application  to  be  solely  at   the
discretion of Lessor.

      3.   DISBURSEMENT  OF INSURANCE AND CONDEMNATION  PROCEEDS.
Any restoration or repair shall be done under the supervision  of
an  architect  acceptable to Lessor and  pursuant  to  plans  and
specifications  approved by the Lessor.  Subject to  paragraph  4
below,  in any case where Lessor may elect to apply the  proceeds
to  repair  or restoration or permit the Lessee to so  apply  the
proceeds they shall be held by Lessor for such purposes and  will
from  time to time be disbursed by Lessor to defray the costs  of
such restoration or repair under such safeguards and controls  as
Lessor  may reasonably require to assure completion in accordance
with  the approved plans and specifications and free of liens  or
claims.   Lessee  shall on demand deposit with  Lessor  any  sums
necessary to make up any deficits between the actual cost of  the
work  and  the  proceeds  and  provide  such  lien  waivers   and
completion  bonds as Lessor may reasonably require.  Any  surplus
which  may  remain after payment of all costs of  restoration  or
repair shall be applied against the rent then most remotely to be
paid,  whether due or not, without application of any  prepayment
premium or credit.

      4.   LESSOR  TO MAKE PROCEEDS AVAILABLE.  In the  event  of
insured damage to the improvements or in the event of a taking by
condemnation of only a portion of the improvements or  land  area
of  the Leased Premises, and provided, the portion remaining  can
with  restoration  or  repair continue to  be  operated  for  the
purposes utilized immediately prior to such damage or taking, and
if  the  appraised  value  of  the  Leased  Premises  after  such
restoration  or repair shall not have been reduced, and  provided
further,  no  event of default exists under this Agreement  after
the  expiration  of  any applicable cure periods  and  Lessee  is
diligently  pursuing a course of conduct reasonably  designed  to
cure  such  default,  and the Lessee certified  to  Lessor  their
intention to remain in possession of the Leased Premises  without
any abatement or adjustment of rental payments, the Lessor agrees
to  make  the proceeds available to the restoration or repair  of
the  improvements on the Leased Premises in accordance  with  the
provisions of paragraph 3 hereof.

                          ARTICLE XIV
                   MANDATORY PUT UPON DEFAULT

      Should  Lessee  commit  an  event  of  Default  under  this
Agreement  or  any  Development  Financing  Document  (after  the
expiration  of  any applicable notice and cure period)  ("Uncured
Default"), Lessor shall have the following rights:

      Upon  an  Uncured  Default, or  damage  or  destruction  or
condemnation  of the Leased Premises not addressed  by  paragraph
XIII  (4),  if  Lessor elects to exercise the  following  option,
Lessee shall purchase the Leased Premises from Lessor subject  to
the following terms and conditions:

      A.    The  purchase price at which Lessor  shall  sell  the
Leased  Premises to Lessee, shall be the total amount of  Initial
Disbursed  Funds  disbursed  by  Lessor  to  acquire  the  Leased
Premises at the Closing Date (as defined in the Commitment), plus
the  total  amount of funds disbursed pursuant to this Agreement,
plus  all  accrued  interest  and  incurred  expenses  of  Lessor
fundable pursuant to this Agreement, plus all reasonable costs of
collection and enforcement of the terms hereof.

      B.    At such time as Lessor shall elect to sell the Leased
Premises,  Lessor shall give Lessee written notice of its  intent
to  exercise  its option to sell the Leased Premises  to  Lessee,
including  in  such notice Lessor's calculation of  the  Purchase
Price  through  the  actual closing of the  sale  of  the  Leased
Premises  to  Lessee  pursuant to the  terms  hereof  (the  "Sale
Date"),  which  shall be sixty days from such notice  by  Lessor.
Lessee  shall  on  or before the Sale Date deliver  the  purchase
price as set forth in subparagraph (A) of this Article to Lessor.
Upon  such  delivery, which shall be preceded by  ten  (10)  days
notice to Lessor, Lessor shall deliver to Lessee a warranty  deed
and  appropriate affidavits evidencing that Lessor transfers  the
Leased  Premises to Lessee subject to restrictions, easements  or
other  encumbrances  upon  title  existing  as  of  the  date  of
delivery, if any, except to the extent, if any, placed of  record
or  caused  by Lessor.  The purchase price to be paid  to  Lessor
shall  be  a  net  amount.  All expenses in connection  with  the
transfer  of the Leased Premises, including, but not  limited  to
appraisal  fees,  title  insurance, recording  fees,  documentary
stamps,  conveyance tax, title evidence, and  all  other  closing
costs, shall be paid by the Lessee.  The purchase price shall  be
paid by Lessee in cash to Lessor concurrently with the conveyance
of  the  Leased Premises by the Lessor to the Lessee.  If  Lessor
elects  to  sell  the Leased Premises to Lessee pursuant  to  the
terms hereof, the Leased Premises shall be conveyed by the Lessor
to the Lessee "As Is".

      If Lessee shall fail to pay the Purchase Price on or before
the  Sale  Date,  Lessor may terminate the Lease,  and  sell  the
Leased  Premises to any third party purchaser.  Lessor  may  then
send  Lessee notice of the shortfall (the "Deficiency"), if  any,
between the amount of the net proceeds received by Lessor in such
sale,  and  the total amount of Initial Disbursed Funds disbursed
by  Lessor to acquire the Parcel at the Closing Date (as  defined
in  the  Commitment), plus the total amount  of  funds  disbursed
pursuant  to  this  Agreement,  plus  all  accrued  interest  and
incurred  expenses of Lessor fundable pursuant to this Agreement,
plus  all reasonable costs of collection and enforcement  of  the
terms  hereof.   Lessee shall immediately upon  receipt  of  such
notice  of Deficiency remit the amount of the Deficiency in  good
funds to Lessor.

      Lessor's  rights under this Put shall expire on  the  Final
Disbursement  Date  when the amendment  to  the  Lease  has  been
executed by all parties as set forth in Article IX hereof.

                           ARTICLE XV
             RENT, INTEREST, AND FINAL DISBURSEMENT

1.    Rent  shall be payable by Lessee and calculated as follows,
on  the  funds  advanced by Lessor on the Closing  Date  for  the
purchase  of  the  land and related closing costs  (the  "Initial
Disbursed Funds"): Rent shall accrue in the amount of $3,915  per
month  absent  an  uncured Default by Lessee; absent  an  uncured
Default,  accrued Rent during the period of construction  of  the
Improvements  shall  not be payable until the Final  Disbursement
Date.    Upon  the occurrence of an uncured Default, all  accrued
rent shall be immediately due and payable.

On  March 15, 1999, if not otherwise in default hereunder, Lessee
shall  begin paying Rent of $3,915 per month out of pocket  ("Out
of  Pocket  Rent") on or before the first of each month  (prorata
for  the  balance of March, payable with the first  such  Out  of
Pocket  Rent  payable on the first day of April).  On  the  Final
Disbursement  Date,  absent an Uncured  Default,  Rent  shall  be
adjusted  and  documented by the lease amendment contemplated  in
ARTICLE IX hereof.

2.    Disbursed proceeds of the Development Financing  (excluding
the  Initial Disbursed Funds) shall accrue interest at a rate  of
Six and 75/100 percent (6.75%) per annum, which interest accruing
through  March  15,  1999  shall accrue unpaid  until  the  Final
Disbursement Date unless advanced by Lessor to itself, or  Lessee
shall default hereunder, which default shall remain uncured after
the  expiration of any applicable notice and cure period.  Lessee
shall  begin making monthly payments of interest accruing on  and
after  March  16,  1999 at the rate of  6.75% per  annum  out  of
pocket  ("Out of Pocket Invoiced Interest") within 5  days  after
invoice from Lessor.

      3.    Upon  the  occurrence of an event  of  default  which
remains  uncured  after the expiration of applicable  notice  and
cure  periods, or the Completion Date, disbursed proceeds of  the
Development Financing shall accrue interest at a rate of  Fifteen
Percent  (15.0%) per annum, or the highest rate allowed  by  law,
whichever  is less, and the rental rate on the Initial  Disbursed
funds shall increase to Fifteen Percent (15.0%) per annum, or the
highest rental rate allowed by law, whichever is less.

      4.      On  the  Final Disbursement Date, Lessee  shall  be
entitled to receive the Parcel Development Fee of  $12,615.

                          ARTICLE XVI
                     COUNTERPART EXECUTION

      Counterpart Execution.  This Agreement may be  executed  in
multiple  counterparts, each of which shall be deemed an original
and all of which shall constitute one and the same instrument.

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

          RTM Alabama, Inc., an Alabama corporation

               By:/s/ D. T Collins
               Its:Vice President

               By:/s/ Robert S Stallings
               Its:V.P. Asst. Secretary


        [Lessor's Signature appears on following page.]
          AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

          By: AEI Fund Management XXI, Inc.

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






Development Financing Agreement
Homewood, Alabama Arby's


                         EXHIBIT A


               Description of Leased Premises




Lot  1,  Arby's Addition to Wildwood Centre, as recorded  in  Map
Book  193,  Page  58, in the Probate Office of Jefferson  County,
Alabama.








                             EXHIBIT B

                          RTM ALABAMA, INC.
                           BIRMINGHAM, AL
                         PROJECT COST BUDGET
                          OCTOBER 28, 1998



Land and Hard Costs:

Land Acquisition Cost                             $   689,900.00
Building/General Construction                         445,000.00
Fixtures                                               46,500.00
Owner Supplied Vendors                                 66,000.00
Construction Contingency 10.0%                         55,000.00


Soft Costs:

Landscaping                                            20,000.00
Impact/Tap Fees                                         9,500.00
Permits                                                 1,500.00
Site Engineering                                        5,000.00
Title Insurance & Closing Costs (Construction and S/L)  5,000.00
Survey                                                  5,500.00
RTM Legal                                               7,000.00
RTM Builders Risk Insurance                               500.00
Architect/Engineer                                      6,300.00
Geotechnical/Phase I                                    4,750.00
Construction Consultant                                 1,000.00
AEI Sale/Leaseback Commitment Fee 1.75%                24,500.00
Construction Interest                                  13,500.00
AEI Reimbursment 1.25%                                 17,500.00
RTM Parcel Development Fee                             12,615.00
Miscellaneous                                           5,435.00
                                                    ------------            
TOTAL PROJECT COST                                 $1,442,000.00