NET LEASE AGREEMENT


      THIS  LEASE, made and entered into effective as of the  6th
day  of  December, 2002, by and between AEI INCOME & GROWTH  FUND
XXII  LIMITED PARTNERSHIP (hereinafter, "Fund XXII"), a Minnesota
limited  partnership whose corporate general partner is AEI  Fund
Management XXI, Inc., a Minnesota corporation, and AEI NET  LEASE
INCOME  & GROWTH FUND XX LIMITED PARTNERSHIP (hereinafter,  "Fund
XX"),  a  Minnesota  limited partnership whose corporate  general
partner is AEI Fund Management XX, Inc., a Minnesota corporation,
whose  principal business address is 1300 Minnesota  World  Trade
Center,  30  East  Seventh  Street,  St.  Paul,  Minnesota  55101
(together,  "Lessor"),  and  Champps  Operating  Corporation,   a
Minnesota   corporation  ("Lessee"),  whose  principal   business
address  is  10375 Park Meadows Drive, Suite 560,  Littleton,  CO
80124-6791

                          WITNESSETH:

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

      WHEREAS,  Lessee  will  be constructing  the  building  and
improvements  (together  the "Building")  on  the  real  property
described  in  Exhibit "A", which Building is  described  in  the
plans and specifications heretofore submitted to Lessor; and

      WHEREAS,  Lessee  desires to lease said real  property  and
Building (said real property and Building hereinafter referred to
as  the  "Leased  Premises"), from  Lessor  upon  the  terms  and
conditions hereinafter provided;

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.     TERM

      (A)   The term of this Lease ("Term") shall be Twenty  (20)
consecutive "Lease Years", as hereinafter defined, commencing  on
the effective date hereof ("Occupancy Date").

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

      (C) The parties agree that once the Occupancy Date has been
established,  upon the request of either party, a short  form  or
memorandum of this Lease will be executed for recording purposes.
That  short form or memorandum of this Lease will set  forth  the
actual  occupancy and termination dates of the Term and  optional
Renewal Terms, as defined in Article 28 hereof, and the existence
of  any  right  of  first  refusal, and  that  said  right  shall
terminate when the Lessee shall lose right to possession or  this
Lease is terminated, whichever occurs first.

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

      (A)   Lessee warrants and agrees that the Building will  be
constructed on the Leased Premises, and all other improvements to
the  land,  including  the parking lot, approaches,  and  service
areas,  will  be constructed in all material respects  by  Lessee
substantially   in   accordance  with  the   plot,   plans,   and
specifications heretofore submitted to Lessor.

      (B)   Lessee  warrants  that the  Building  and  all  other
improvements  to the land contemplated do comply with  the  laws,
ordinances,  rules,  and  regulations  of  all  state  and  local
governments.

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

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

ARTICLE 4.  RENT PAYMENTS

          (A)   Annual  Rent Payable for the first,  second,  and
          third  Lease  Years:  Lessee shall  pay  to  Lessor  an
          annual  Base  Rent of $101,200 which  amount  shall  be
          payable  in advance on the first day of each  month  in
          equal monthly installments of $4216.67 to Fund XXII and
          $4216.66  to  Fund XX.  If the first day of  the  Lease
          Term is not the first day of a calendar month, then the
          monthly Rent payable for that partial month shall be  a
          prorated  portion of the equal monthly  installment  of
          Base Rent.

          (B)   Annual  Rent  Payable beginning  in  the  fourth,
          seventh, tenth, thirteenth, sixteenth, nineteenth,  and
          if  renewed according to the terms hereof, the  twenty-
          second, twenty-fifth, twenty-eighth, thirty-first,  and
          thirty-fourth Lease Year:

          1.             In the fourth and every third Lease Year
               thereafter,  the annual Base Rent due and  payable
               shall  increase by an amount equal to  the  lesser
               of:  a)  Seven and 35/100 Percent (7.35%)  of  the
               Base  Rent payable for the immediately prior Lease
               Year, or b) The "CPI-U Percentage Increase" of the
               Base Rent payable for the prior Lease Year.

                          "CPI-U"  shall mean the Consumer  Price
               Index   for  All  Urban  Consumers,  (all  items),
               published  by  the  United  States  Department  of
               Labor,  Bureau of Labor Statistics (BLS)  (1982-84
               equal  100), U.S. Cities Average, or, in the event
               said   index  ceases  to  be  published,  by   any
               successor   index  recommended  as  a   substitute
               therefor  by  the  United States Government  or  a
               comparable,   nonpartisan  substitute   reasonably
               designated by Lessor.  If the BLS changes the base
               reference  period for the Price Index  from  1982-
               84=100,  the  CPI-U Percentage Increase  shall  be
               determined with the use of such conversion formula
               or table as may be published by the BLS.

                          The  term  "CPI-U Percentage  Increase"
               shall  mean the percentage increase in  the  CPI-U
               determined by reference to the increase,  if  any,
               in  the  latest monthly CPI-U issued prior to  the
               first day of the Lease Year for which Base Rent is
               being  increased, over the CPI-U  issued  for  the
               same  month  in  the third year prior  (e.g.,  the
               November CPI-U for the year 2002 over the November
               CPI-U  for  the  year 2004.)  Said  month's  CPI-U
               shall  be used even though that CPI-U will not  be
               for the month in which the renewal term commences.
               In no event shall the CPI-U Percentage Increase be
               less than zero.

     (C)  Overdue Payments.

     Lessee shall pay interest on all overdue payments of Rent or
other  monetary  amounts due hereunder at  the  rate  of  fifteen
percent  (15%)  per  annum or the highest rate  allowed  by  law,
whichever  is  less, accruing from the date such  Rent  or  other
monetary amounts were properly due and payable.

ARTICLE 5. INSURANCE AND INDEMNITY

      (A)  Lessee shall, throughout the Term or Renewal Terms, if
any,  of  this  Lease, at its own cost and expense,  procure  and
maintain   insurance  which  covers  the  Leased   Premises   and
improvements  against  fire, wind, and  storm  damage  (including
flood  insurance  if  the  Leased  Premises  is  in  a  federally
designated  flood  prone  area) and such other  risks  (including
earthquake  insurance, if the Leased Premises  is  located  in  a
federally  designated earthquake zone or  in  an  ISO  high  risk
earthquake zone) as may be included in the broadest form  of  all
risk,  extended coverage insurance as may, from time to time,  be
available in amounts sufficient to prevent Lessor or Lessee  from
becoming   a  co-insurer  within  the  terms  of  the  applicable
policies.  In any event, the insurance shall not be less than one
hundred  percent  (100%) of the then insurable value,  with  such
commercially  reasonable  deductibles as  Lessor  may  reasonably
require  from  time  to  time.   Additionally,  replacement  cost
endorsements,    vandalism   endorsement,   malicious    mischief
endorsement,  waiver of subrogation endorsement,  waiver  of  co-
insurance  or  agreed  amount  endorsement  (if  available),  and
Building   Ordinance  Compliance  endorsement   and   Rent   loss
endorsements (for a period of 90 days) must be obtained.

     (B)  Lessee agrees to place and maintain throughout the Term
or Renewal Terms, if any, of this Lease, at Lessee's own expense,
public  liability  insurance with respect  to  Lessee's  use  and
occupancy  of  said  premises, including "Dram  Shop"  or  liquor
liability insurance, if the same shall be or become available  in
the State of Ohio, with initial limits of at least $2,000,000 per
occurrence/$5,000,000  general aggregate (inclusive  of  umbrella
coverage),  or such additional amounts as Lessor shall reasonably
require from time to time.

      (C)  Lessee agrees to notify Lessor in writing if Lessee is
unable  to  procure all or some part of the aforesaid  insurance.
In the event Lessee fails to provide all insurance required under
this  Lease, Lessor shall have the right, but not the obligation,
to  procure such insurance on Lessee's behalf, following five (5)
business days written notice to Lessee of Lessor's intent  to  do
so  (unless insurance then in place would during such period,  or
already  has, lapsed, in which case no notice need be given)  and
Lessee may obtain such insurance during said five day period  and
not  then  be in default hereunder.  If Lessor shall obtain  such
insurance, Lessee will then, within five (5) business  days  from
receiving  written notice, pay Lessor the amount of the  premiums
due  or paid, together with interest thereon at the lesser of 15%
per  annum  or  the highest rate allowable by law,  which  amount
shall  be  considered Rent payable by Lessee in addition  to  the
Rent defined at Article 4 hereof.

      (D)  All policies of insurance provided for or contemplated
by  this Article can be under Lessee's blanket insurance coverage
and  shall name Lessors, AEI Fund Management XX, Inc.,  AEI  Fund
Management  XXI,  Inc., a Minnesota corporation,  and  Robert  P.
Johnson,  as  the  general  partners of  Lessor,  and  Lessee  as
additional insured and loss payee, as their respective  interests
(as  lessor  and  lessee, respectively)  may  appear,  and  shall
provide   that  the  policies  cannot  be  canceled,  terminated,
changed,  or modified without thirty (30) days written notice  to
the parties.  In addition, all of such policies shall be in place
on  or before the Occupancy Date and contain endorsements by  the
respective insurance companies waiving all rights of subrogation,
if  any,  against  Lessor.   All  insurance  companies  providing
coverages must be rated "A" or better by Best's Key Rating  Guide
(the  most current edition), or similar quality under a successor
guide  if Best's Key Rating shall cease to be published.   Lessee
shall  maintain  legible  copies of  any  and  all  policies  and
endorsements  required herein, to be made available for  Lessor's
review  and photocopy upon Lessor's reasonable request from  time
to  time.   On  the Occupancy Date and no less than fifteen  (15)
business days prior to expiration of such policies, Lessee  shall
provide  Lessor  with  legible copies  of  any  and  all  renewal
Certificates  of  Insurance reflecting the  above  terms  of  the
Policies  (including endorsements).  Lessee agrees that  it  will
not  settle  any property insurance claims affecting  the  Leased
Premises  in  excess  of $25,000 without Lessor's  prior  written
consent, such consent not to be unreasonably withheld or delayed.
Lessor  shall  consent to any settlement of  an  insurance  claim
wherein  Lessee shall confirm in writing with evidence reasonably
satisfactory to Lessor that Lessee has sufficient funds available
to complete the rebuilding of the Premises.

      (E)   LESSEE  SHALL  DEFEND,  INDEMNIFY,  AND  HOLD  LESSOR
HARMLESS  AGAINST  ANY  AND  ALL CLAIMS,  DAMAGES,  AND  LAWSUITS
ARISING  AFTER THE OCCUPANCY DATE OF THIS LEASE AND  ANY  ORDERS,
DECREES  OR  JUDGMENTS WHICH MAY BE ENTERED THEREIN, BROUGHT  FOR
DAMAGES OR ALLEGED DAMAGES RESULTING FROM ANY INJURY TO PERSON OR
PROPERTY  OR FROM LOSS OF LIFE SUSTAINED IN OR ABOUT  THE  LEASED
PREMISES,  UNLESS  SUCH  DAMAGE  OR  INJURY  RESULTS   FROM   THE
INTENTIONAL  MISCONDUCT  OR THE GROSS NEGLIGENCE  OF  LESSOR  AND
LESSEE  AGREES TO SAVE LESSOR HARMLESS FROM, AND INDEMNIFY LESSOR
AGAINST, ANY AND ALL INJURY, LOSS, OR DAMAGE, OF WHATEVER NATURE,
TO  ANY PERSON OR PROPERTY CAUSED BY, OR RESULTING FROM ANY  ACT,
OMISSION,  OR NEGLIGENCE OF LESSEE OR ANY EMPLOYEE  OR  AGENT  OF
LESSEE.  IN ADDITION, LESSEE HEREBY RELEASES LESSOR FROM ANY  AND
ALL LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY FIRE OR ANY OF THE
EXTENDED  COVERAGE CASUALTIES, UNLESS SUCH FIRE OR OTHER CASUALTY
SHALL   BE  BROUGHT  ABOUT  BY  THE  INTENTIONAL  MISCONDUCT   OR
NEGLIGENCE  OF  LESSOR.  IN THE EVENT OF  ANY  LOSS,  DAMAGE,  OR
INJURY  CAUSED  BY THE JOINT NEGLIGENCE OR WILLFUL MISCONDUCT  OF
LESSOR  AND  LESSEE, THEY SHALL BE LIABLE THEREFOR IN  ACCORDANCE
WITH THEIR RESPECTIVE DEGREES OF FAULT.

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

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

      (B) Lessee shall pay all real estate taxes, assessments for
public   improvements   or  benefits,  and   other   governmental
impositions,  duties,  and  charges  of  every  kind  and  nature
whatsoever which shall or may, during the term of this Lease,  be
charged,  laid, levied, assessed, or imposed upon,  or  become  a
lien  or liens upon the Leased Premises or any part thereof. Such
payments  shall be considered as Rent paid by Lessee in  addition
to  the Rent defined at Article 4 hereof.  If due to a change  in
the  method of taxation, a franchise tax, Rent tax, or income  or
profit tax shall be levied against Lessor in substitution for  or
in lieu of any tax which would otherwise constitute a real estate
tax,  such tax shall be deemed a real estate tax for the purposes
herein and shall be paid by Lessee; otherwise Lessee shall not be
liable for any such tax levied against Lessor.

       (C)    All  real  estate  taxes,  assessments  for  public
improvements  or benefits, water rates and charges, sewer  rents,
and  other  governmental impositions, duties, and  charges  which
shall become payable for the first and last tax years of the term
hereof shall be apportioned pro rata between Lessor and Lessee in
accordance with the respective number of months during which each
party  shall be in possession of the Leased Premises (or  through
the  expiration of the term hereof, if longer) in said respective
tax years.  Lessee shall pay within 60 days of the expiration  of
the term hereof Lessor's reasonable estimate of Lessee's pro-rata
share  of  real estate taxes for the last tax year  of  the  term
hereof,  based  upon the last available tax bill.   Lessor  shall
give  Lessee notice of such estimated pro-rata real estate  taxes
no  later  than  75 days from the end of the term  hereof.   Upon
receipt  of  the actual statement of real estate taxes  for  such
prorated  period, Lessor shall either refund to Lessee  any  over
payment  of  the pro-rata Lessee obligation, or shall assess  and
Lessee  shall pay promptly upon notice any remaining  portion  of
the Lessee's pro-rata obligation for such real estate taxes.

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

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

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

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

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

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

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

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

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

     (B)  For the purposes of this Article:

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

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

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

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

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

      Lessee agrees to furnish to Lessor within five (5) business
days following demand at any time such information and assurances
as  Lessor  may reasonably request that neither Lessee,  nor  any
previously  permitted  sublessee or assignee,  has  violated  the
provisions of this Article.

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

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

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

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

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

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

      (E)  Notwithstanding anything above to the contrary, Lessor
agrees  to  consent  to any assignment or  sublease  all  or  any
portion  of  the  Lessee's interests herein to  a  franchisee  or
licensee in good standing of Champps Entertainment, Inc, for  the
Champps  restaurant  concept,  provided  Lessor  is  given  prior
written notice of such sublease or assignment, accompanied  by  a
copy  of such sublease or assignment, and the consents of  Lessee
and  Guarantors  (such  consent  to  be  in  form  and  substance
satisfactory  to Lessor) to such assignment or sublet,  affirming
their  continued  liability hereunder (or under  their  guaranty,
respectively).

      Lessor  agrees  that  its consent  to  any  other  proposed
assignment  or  sublet  shall  not be  unreasonably  withheld  or
delayed,  provided Lessor is given prior written notice  of  such
sublease or assignment, accompanied by a copy of such sublease or
assignment,  and  the  consents of Lessee  and  Guarantors  (such
consent  to  be in form and substance satisfactory to Lessor)  to
such  assignment  or sublet, affirming their continued  liability
hereunder (or under their guaranty, respectively).

      (F)   Notwithstanding anything above to the  contrary,  the
Lessee's interest herein shall not be assignable in any manner in
accordance with the terms hereof unless and until the termination
of the Development Financing Agreement as set forth in Article 35
hereof.

ARTICLE 8.  REPAIRS AND MAINTENANCE

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

      (B)   If Lessee refuses or neglects to commence or complete
repairs  promptly and adequately, after prior written  notice  as
required  under  Article 16(B) (except in cases of  emergency  to
prevent waste or preserve the safety and integrity of the  Leased
Premises,  in  which  case no notice need be given),  Lessor  may
cause  such repairs to be made, but shall not be required  to  do
so,  and Lessee shall pay the cost thereof to Lessor within  five
(5) business days following demand.  It is understood that Lessee
shall pay all expenses and maintenance and repair during the term
of  this  Lease.   If  Lessee is not then in  default  hereunder,
Lessee  shall have the right to make repairs and improvements  to
the Leased Premises without the consent of Lessor if such repairs
and   improvements   do   not  exceed  Fifty   Thousand   Dollars
($50,000.00), provided such repairs or improvements do not affect
the structural integrity of the Leased Premises.  Any repairs  or
improvements in excess of Fifty Thousand Dollars ($50,000.00)  or
affecting the structural integrity of the Leased Premises may  be
done  only with the prior written consent of Lessor, such consent
not  to be unreasonably withheld or delayed.  All alterations and
additions to the Leased Premises shall be made in accordance with
all  applicable laws and shall remain for the benefit of  Lessor,
except  for  Lessee's moveable trade fixtures.  In the  event  of
making such alterations as herein provided, Lessee further agrees
to  indemnify  and save harmless Lessor from all expense,  liens,
claims  or  damages to either persons or property or  the  Leased
Premises which may arise out of or result from the undertaking or
making  of  said repairs, improvements, alterations or additions,
or   Lessee's   failure  to  make  said  repairs,   improvements,
alterations or additions.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

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

ARTICLE 10.  SIGNS

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

ARTICLE 11.  SUBORDINATION

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

      (B)   Lessee  covenants and agrees to execute and  deliver,
upon demand, such further instrument or instruments subordinating
this  Lease  on  the  foregoing basis to the  lien  of  any  such
mortgage  or  mortgages as shall be desired  by  Lessor  and  any
proposed   mortgagee  or  proposed  mortgagees,   provided   such
mortgagee   shall   execute  its  standard   form,   commercially
reasonable    subordination,   attornment   and   non-disturbance
agreement.

ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

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

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

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

ARTICLE 13.  RIGHT TO INSPECT

     Lessor reserves the right to enter upon, inspect and examine
the  Leased  Premises  at any time during business  hours,  after
reasonable  notice to Lessee, and Lessee agrees to  allow  Lessor
free  access  to the Leased Premises to show the premises.   Upon
default by Lessee or at any time within ninety (90) days  of  the
expiration  or termination of the Lease, Lessee agrees  to  allow
Lessor to then place "For Sale" or "For Rent" signs on the Leased
Premises.  Lessor and Lessor's representatives shall at all times
while  upon or about the Leased Premises observe and comply  with
Lessee's   reasonable  health  and  safety  rules,   regulations,
policies  and  procedures.  Lessor agrees to indemnify  and  hold
Lessee,  its successors, assigns, agents and employees  from  and
against  any  liability, claims, demands, cause of action,  suits
and  other  litigation or judgements of every kind and character,
including  injury  to  or  death of any  person  or  persons,  or
trespass  to,  or  damage  to, or loss  or  destruction  of,  any
property, whether real or personal, to the extent resulting  from
the  negligence  or  willful misconduct  or  Lessor  or  Lessor's
representatives while upon or about the Leased Premises.

ARTICLE 14.  EXCLUSIVE USE

      (A)  After the Occupancy Date, Lessee expressly agrees  and
warrants that the Leased Premises will be used exclusively  as  a
Champps  Restaurant  or other casual dining sit-down  restaurant.
In  any  other such case, after obtaining Lessor's prior  written
consent, such consent not to be unreasonably withheld or delayed,
Lessee  may conduct any lawful business from the Leased Premises.
Lessee  acknowledges and agrees that any other  use  without  the
prior  written consent of Lessor will constitute a default  under
and  a  violation and breach of this Lease.  Lessee  agrees:   To
open  for  business  within a reasonable  period  of  time  after
completion  of construction of the contemplated Improvements;  to
operate  all  of the Leased Premises during the Term  or  Renewal
Terms  during regular and customary hours for businesses  similar
to  the  permitted exclusive use stated herein, unless  prevented
from  doing  so  by  causes beyond Lessee's  control  or  due  to
remodeling;  and  to conduct its business in a  professional  and
reputable manner.

      (B)   If  the Leased Premises are not operated as a Champps
Restaurant  or other casual dining sit-down restaurant  or  other
permitted  use  hereunder,  or  remain  closed  for  thirty  (30)
consecutive days (unless such closure results from reasons beyond
Lessee's reasonable control) and in the event Lessee fails to pay
Rent  when  due  or fulfill any other obligation hereunder,  then
Lessee  shall  be  in default hereunder and Lessor  may,  at  its
option,  cancel this Lease by giving written notice to Lessee  or
exercise  any  other  right  or  remedy  that  Lessor  may  have;
provided,  however,  that closings shall be reasonably  permitted
for  replacement  of trade fixtures or during periods  of  repair
after destruction or due to remodeling.

ARTICLE 15.  DESTRUCTION OF PREMISES

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

      Provided  Lessee is not in default hereunder  (and  retains
according  to  the  terms hereof the right to rebuild)  with  the
Lessor's  prior  written  consent, which  consent  shall  not  be
unreasonably withheld or delayed, Lessee shall have the right  to
promptly and in good faith settle and adjust any claim under such
insurance policies with the insurance company or companies on the
amounts  to be paid upon the loss.  The insurance proceeds  shall
be  used  to  reimburse  Lessee for the  cost  of  rebuilding  or
restoration  of  the  Leased Premises.  Risk that  the  insurance
company  shall  be  insolvent or shall refuse to  make  insurance
proceeds  available  shall be with Lessee.  The  Leased  Premises
shall  be  so  restored or rebuilt so as to be of at least  equal
value  and  substantially the same character  as  prior  to  such
damage  or destruction.  If the insurance proceeds are less  than
Fifty  Thousand Dollars ($50,000), they shall be paid  to  Lessee
for  such repair and restoration.  If the insurance proceeds  are
greater  than or equal to Fifty Thousand Dollars ($50,000),  they
shall  be  deposited  by  Lessee  and  Lessor  into  a  customary
construction  escrow at a nationally recognized  title  insurance
company,  or  at  Lessee's option, with Lessor  ("Escrowee")  and
shall  be  made  available from time to time to Lessee  for  such
repair  and  restoration.  Such proceeds shall  be  disbursed  in
conformity  with  the  terms  and conditions  of  a  commercially
reasonable construction loan agreement.  Lessee shall, in  either
instance,  deliver to Lessor or Escrowee (as  the  case  may  be)
satisfactory  evidence  of  the  estimated  cost  of   completion
together  with  such architect's certificates, waivers  of  lien,
contractor's sworn statements and other evidence of cost  and  of
payments  as  the Lessor or Escrowee may reasonably  require  and
approve.   If the estimated cost of the work exceeds One  Hundred
Thousand  Dollars  ($100,000), all plans and  specifications  for
such rebuilding or restoration shall be subject to the reasonable
approval of Lessor.

      Any  insurance proceeds remaining with Escrowee  after  the
completion of the repair or restoration shall be paid  to  Lessor
to  reduce  the sum of monies expended by Lessor to  acquire  its
interest  in  the  Lease  Premises and rent  hereunder  shall  be
reduced by 11% of such amount.

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

      Provided,  further,  that should  the  Leased  Premises  be
damaged or destroyed to the extent of fifty (50%) percent of  its
value  or  such that Lessee cannot carry on business as a  casual
dining  restaurant without (in the opinion of  a  licensed  third
party  architect reasonably approved by Lessor and Lessee)  being
closed  for more than sixty (60) days (which duration of  closure
may  be  established by Lessee by the affidavit of  the  approved
independent  third  party architect as to the estimated  time  of
repair)  during the last two (2) years of the remaining  term  of
this  Lease  or  any of the option terms of this  Lease,  if  any
further options to renew remain, Lessee may elect within 30  days
of such damage, to then exercise at least one (1) option to renew
this  Lease so that the remaining term of the Lease is  not  less
than  five  (5)  years in order to be entitled to such  insurance
proceeds  for  restoration or rebuilding.  Absent such  election,
this Lease shall terminate upon Lessor's receipt of the insurance
proceeds  at least equal to the estimated cost of such repair  or
restoration.

ARTICLE 16.  ACTS OF DEFAULT

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

                     (A)  Failure to pay the Rent or any monetary
               obligation  herein reserved, or any  part  thereof
               when  the same shall be due and payable.  Interest
               and  late charges for failure to pay Rent when due
               shall accrue from the first date such Rent was due
               and  payable; provided, however, Lessee shall have
               five  (5) business days after written notice  from
               Lessor within which to cure the failure to pay the
               Rent or any monetary obligation herein reserved.

                    (B)  Failure to do, observe, keep and perform
               any  of  the  other terms, covenants,  conditions,
               agreements  and  provisions in this  Lease  to  be
               done,  observed,  kept  and performed  by  Lessee;
               provided,  however, that Lessee shall have  Thirty
               (30)  days after written notice from Lessor within
               which to cure such default, or such longer time as
               may be reasonably necessary if such default cannot
               reasonably  be cured within Thirty (30)  days,  if
               Lessee  is diligently pursuing a course of conduct
               that in Lessor's reasonable opinion is capable  of
               curing  such default, but in any event such longer
               time  shall  not  exceed 120  days  after  written
               notice from Lessor of the default hereunder.

                     (C)   The  abandonment of  the  premises  by
               Lessee,  the adjudication of Lessee as a bankrupt,
               the  making by Lessee of a general assignment  for
               the benefit of creditors, the taking by Lessee  of
               the  benefit  of any insolvency act  or  law,  the
               appointment of a permanent receiver or trustee  in
               bankruptcy for Lessee property, or the appointment
               of  a  temporary receiver which is not vacated  or
               set aside within sixty (60) days from the date  of
               such  appointment;  provided,  however,  that  the
               foregoing  shall not constitute events of  default
               so  long  as Lessee continues to otherwise satisfy
               its  obligations (including but not limited to the
               payment of Rent) hereunder.

ARTICLE 17.  TERMINATION FOR DEFAULT

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

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

      In  the  event  that  this Lease  shall  be  terminated  as
hereinbefore provided, or by summary proceedings or otherwise, or
in the event of an uncured default hereunder by Lessee, or in the
event  that the premises or any part thereof, shall be  abandoned
by  Lessee  and  Rent  shall  not be paid  or  other  obligations
(including but not limited to repair and maintenance obligations)
of  Lessee hereunder shall not be met, then Lessor or its agents,
servants  or  representatives, may immediately  or  at  any  time
thereafter, re-enter and resume possession of the premises or any
part  thereof,  and  remove all persons and  property  therefrom,
either  by summary dispossess proceedings or by a suitable action
or  proceeding  at  law, or by force or otherwise  without  being
liable  for  any  damages therefor, except for damages  resulting
from  Lessor's negligence or willful misconduct.  Notwithstanding
anything  above to the contrary, if Lessee is still in possession
of   the  Leased  Premises,  Lessor  agrees  to  use  such  legal
proceedings  (summary or otherwise) prescribed by law  to  regain
possession of the Leased Premises.

ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

      (A)   Should Lessor elect to re-enter as provided  in  this
Lease  or should it take possession pursuant to legal proceedings
or  pursuant  to  any notice provided for by  law,  Lessor  shall
undertake  commercially reasonable efforts to  mitigate  Lessee's
continuing  liability hereunder as such efforts may be prescribed
by  law  or  statute  (which  shall include  listing  the  Leased
Premises  with  a  licensed commercial  real  estate  broker  and
securing  the  property against waste, but  shall  not  otherwise
include  the  expenditure of Lessor's funds, unless the  same  be
required  by law or statute), and in addition, Lessor may  either
(i)  terminate  this  Lease or (ii) it may  from  time  to  time,
without terminating the contractual obligation of Lessee  to  pay
Rent  under this Lease, make such alterations and repairs as  may
be necessary to relet the Leased Premises or any part thereof for
the  remainder  of  the  original Term or any  exercised  Renewal
Terms,  at  such  Rent or Rents, and upon such  other  terms  and
conditions  as Lessor in its sole discretion may deem  advisable.
Termination of Lessee's right to possession by Court Order  shall
be  sufficient evidence of the termination of Lessee's possessory
rights under this Lease, and the filing of such an Order shall be
notice  of the termination of Lessee's Right of First Refusal  as
set forth in any Memorandum of Lease of record.

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

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

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

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

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

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

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

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

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

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

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

     (B)  Lessee shall furnish and pay for any and all equipment,
furniture, trade fixtures, and signs, except for such  items,  if
any,  described  in  Article 20(A) above,  as  owned  by  Lessor.
Lessee  agrees  that  Lessor shall have a lien  on  all  Lessee's
equipment, furniture, trade fixtures, furnishings, and  signs  as
security  for the performance of and compliance with this  Lease,
subject  to  the  rights of any bona fide third party's  security
interest  in  such property.  Provided Lessee is not  in  default
hereunder,  Lessor will agree that its interest in  the  personal
property  of Lessee will be subordinated to financing  which  may
exist  or which Lessee may cause to exist in the future  on  that
same personal property.

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

ARTICLE 21.  LIENS

     Lessee shall not do or cause anything to be done whereby the
Leased  Premises  may  be encumbered by any mechanic's  or  other
liens.  Whenever and as often as any mechanic's or other lien  is
filed against said Leased Premises purporting to be for labor  or
materials  furnished or to be furnished to Lessee,  Lessee  shall
remove  the lien of record by payment or by bonding with a surety
company  authorized  to do business in the  state  in  which  the
property is located, within forty-five (45) days from the date of
the  filing  of  said mechanic's or other lien  and  delivery  of
notice  thereof  to  Lessee.  Should  Lessee  fail  to  take  the
foregoing steps within said forty-five (45) day period (or in any
event,  prior  to the expiration of the time within which  Lessee
may  bond  over such lien to remove it as a lien upon the  Leased
Premises),  Lessor shall have the right, among other  things,  to
pay  said  lien without inquiring into the validity thereof,  and
Lessee  shall  forthwith reimburse Lessor for the  total  expense
incurred  by  it  in  discharging said lien  as  additional  Rent
hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

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

ARTICLE 23.  QUIET ENJOYMENT

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

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

     Each party agrees to pay and discharge all reasonable costs,
and  actual  attorneys'  fees,  including  but  not  limited   to
attorney's fees incurred at the trial level and in any  appellate
or  bankruptcy proceeding, and expenses that shall be incurred by
the  prevailing party in enforcing the covenants, conditions  and
terms  of  this  Lease or defending against  an  alleged  breach,
including  the  costs of reletting.  Such costs, attorneys  fees,
and expenses if incurred by Lessor shall be considered as Rent as
due  and  owing  in  addition to any Rent defined  in  Article  4
hereof.

ARTICLE 25.  ESTOPPEL CERTIFICATES

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

ARTICLE 26.  FINANCIAL STATEMENTS

      During  the term of this Lease, Lessee will, within  ninety
(90)  days  after  the end of Lessee's fiscal year,  furnish  its
financial  statements  to Lessor.  Lessee's financial  statements
shall  include,  at a minimum, a consolidated balance  sheet  and
statement  of  operations, and do not need to be prepared  by  an
independent certified public accountant, but shall be prepared in
conformity   with   generally  accepted   accounting   principles
(hereafter "GAAP") and be represented and warranted in writing as
true  and  correct  by  the  chief  financial  officer  or  other
authorized officer of Lessee.  Additionally, during the  term  of
the  Lease, Lessee will within forty-five (45) days from the  end
of each quarter of each fiscal year, furnish Lessor with Lessee's
financial  statements  and  operating statements  of  the  Leased
Premises  for  such  quarter.  Lessor shall  have  the  right  to
require such financial statements and operating statements  on  a
monthly  basis after the occurrence of a default.  Said quarterly
(or monthly, if requested by Lessor) statements do not need to be
prepared by an independent certified public accountant, but shall
be  represented and warranted in writing as true and  correct  by
the  chief  financial  officer  or other  authorized  officer  of
Lessee.   The  financial statements shall conform  to  GAAP,  and
include,  at  a  minimum,  a  balance  sheet  and  statement   of
operations.

ARTICLE 27.  MORTGAGE

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

ARTICLE 28.  OPTION TO RENEW

      If  this Lease is not previously canceled or terminated and
if  Lessee has materially complied with and performed all of  the
covenants  and  conditions in this Lease  after  applicable  cure
periods  and is not currently in default, then Lessee shall  have
the  option  to  renew  this Lease upon the same  conditions  and
covenants  contained  in  this Lease for  Three  (3)  consecutive
periods of Five (5) years each (singularly "Renewal Term").  Rent
during  the  Twenty-Second, Twenty-Fifth, Twenty-Eighth,  Thirty-
First,  and  Thirty-Fourth Lease Year of the Renewal  Term  shall
increase  by  the lesser of Seven and Thirty-Five One  Hundredths
Percent (7.35%) of the Rent payable for the preceding Lease Year,
or the CPI-U Percentage Increase, as defined in Article 4 hereof.

      The  first Renewal Term will commence on the day  following
the  date the original Term expires and successive Renewal  Terms
would  commence  on the day following the last day  of  the  then
expiring  Renewal Term.  Except as otherwise provided in  Article
15  hereof, Lessee must give ninety (90) days written  notice  to
Lessor  of  its  intent  to exercise this  option  prior  to  the
expiration  of  the original Term of this Lease  or  any  Renewal
Term, as the case may be.

ARTICLE 29.  MISCELLANEOUS PROVISIONS

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

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

      (C) This Lease shall be governed by and construed under the
laws of the State where the Leased Premises are situate.

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

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

      (F)   In  the  event  Lessee remains in possession  of  the
premises  herein leased after the expiration of  this  Lease  and
without the execution of a new lease and without Lessor's written
permission, Lessee shall be deemed to be occupying said  premises
as  a  tenant from month-to-month, subject to all the conditions,
provisions, and obligations of this Lease insofar as the same can
be applicable to a month-to-month tenancy except that the monthly
installment of Rent shall be One Hundred Fifty percent (150%) the
amount due on the last month prior to such expiration.

      (G)   If any installment of Rent (whether lump sum, monthly
installments,  or  any other monetary amounts  required  by  this
Lease  to  be  paid  by  Lessee and  deemed  to  constitute  Rent
hereunder)  shall  not be paid when due, or non-monetary  default
shall remain uncured after the expiration of any applicable  cure
period,  Lessor  shall  have the right to charge  Lessee  a  late
charge  of  $250.00 per month for each month that any  amount  of
Rent installment remains unpaid or non-monetary default shall  go
uncured  after the first such occurrence in any 12 month  period.
Said late charge shall commence after such installment is due  or
non-monetary  default goes uncured after the  expiration  of  any
applicable  cure  period  and continue  until  said  installment,
interest  and all accrued late charges are paid in full  or  such
non-monetary default is cured.

      (H)   Any  part of the Leased Premises may be  conveyed  by
Lessor  for private or public non-exclusive easement purposes  at
any  time,  provided  such easement does not interfere  with  the
access  to the Leased Premises, visibility, or operations of  the
business of Lessee.  In such event Lessor shall, at its own  cost
and expense, restore the remaining portion of the Leased Premises
to  the extent necessary to render it reasonably suitable for the
purposes  for  which  it  was leased,  all  to  be  done  without
adjustments in Rent to be paid by Lessee.  All proceeds from  any
conveyance of an easement shall belong solely to Lessor.

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

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

ARTICLE 30.  REMEDIES

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


ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

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

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

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

together  with  all  attorneys'  fees,  costs  and  disbursements
incurred  in  connection with the defense of any  action  against
Lessor    arising   out   of   the   above.    These   covenants,
representations   and  warranties  shall  be  deemed   continuing
covenants,  representations and warranties  for  the  benefit  of
Lessor,  and  any  successors and assigns  of  Lessor  and  shall
survive  expiration  or sooner termination of  this  Lease.   The
amount  of  all such indemnified loss, damage, expense  or  cost,
shall  bear interest thereon at the lesser of 15% or the  highest
rate of interest allowed by law and shall become immediately  due
and  payable  in  full on demand of Lessor,  its  successors  and
assigns.

ARTICLE 32.  ESCROWS

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

ARTICLE 33.  NET LEASE

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

ARTICLE 34.  RIGHT OF FIRST REFUSAL

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

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

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

                             (date)

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

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

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

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

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

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

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

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

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

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

ARTICLE 35.  DEVELOPMENT FINANCING AGREEMENT

      The parties hereto hereby acknowledge that the terms hereof
are  subject to and shall in the event of conflicts be controlled
by  that  certain Development Financing Agreement  of  even  date
herewith,  until such Agreement is terminated in accordance  with
its terms.

ARTICLE 36.  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, Lessor and Lessee  have  respectively
signed  and sealed this Lease as of the day and year first  above
written.


                     LESSEE:  CHAMPPS OPERATING CORPORATION


                             By:__/s/ Frederick Dreibholz__________
                                 Its:__Chief Financial Officer_____


STATE OF   Colorado )
                    )SS.
COUNTY OF  Douglas  )

      The  foregoing instrument was acknowledged before  me  this
27th  day  of November, 2002, by Frederick Dreibholz, as  CFO  of
Champps Operating Corporation on behalf of said corporation.

                     _/s/_Denise M.Jones____
                          Notary Public        [notary seal]

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


                            By:  AEI FUND MANAGEMENT XXI, INC., a
                            Minnesota corporation, its corporate
                            general partner


                            By:_/s/__Robert P. Johnson____________
                                   Its:_President___________


STATE OF MINNESOTA  )
                    )SS.
COUNTY OF RAMSEY    )

      The foregoing instrument was acknowledged before me the 2nd
day  of  November,  2002, by Robert P. Johnson, the President  of
AEI Fund Management XXI, Inc., a Minnesota corporation, corporate
general  partner  of  AEI  Income  &  Growth  Fund  XXII  Limited
Partnership, on behalf of said limited partnership.

                             /s/ Michael B.Daugherty_____________
                                     Notary Public
      [notary seal]


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

                              By:  AEI FUND MANAGEMENT XX, INC., a
                              Minnesota corporation, its
                              corporate general partner

                                  /s/__Robert P.Johnson____
                                     Its:_President___________


STATE OF MINNESOTA  )
                    )SS.
COUNTY OF RAMSEY    )

      The foregoing instrument was acknowledged before me the 2nd
day  of  November,  2002, by Robert P. Johnson, the President  of
AEI Fund Management XXI, Inc., a Minnesota corporation, corporate
general  partner  of  AEI  Income  &  Growth  Fund  XXII  Limited
Partnership, on behalf of said limited partnership.

                                  /s/ Michael B. Daugherty_______
                                        Notary Public
    [notary seal]



                            EXHIBIT A
                        LEGAL DESCRIPTION
                           2.009 ACRES

     Situated in the State of Ohio, County of Butler, Township of
West Chester, located in Section 27, Township 2, Range 2, between
the  Miami  Rivers  and being out of that 98.914  acre  tract  as
conveyed to Cincinnati Specialty Center, LLC by deed of record in
Official  Record  6694,  Page 273 (all references  refer  to  the
records  of the Recorder's Office, Butler County, Ohio) and  more
particularly bounded and described as follows:

      Beginning,  for  reference,  at  a  mag  nail  set  in  the
centerline of Allen Road at the common corner of Section 26,  27,
32  and  33,  being the southwesterly corner of said 98.914  acre
tract and being the southeasterly corner of Parcel II as conveyed
to  Beaver  Creek  partners, LLC by deed of  record  in  Official
Record 6359, Page 924;

      thence  North 05 06' 53" East, with the common line between
Sections 27 and 33, being the easterly line of said Parcel II and
the  easterly  line  of Parcel I of said Beaver  Creek  Partners,
being the westerly line of said 98.914 acre tract, a distance  of
2133.10 feet to an iron pin set in the easterly right-of-way line
of  Interstate  75, being the easterly line of that  12.719  acre
tract as conveyed to the Butler County Transportation Improvement
District of record in Official Record 6109, Page 2259;

      thence  with said right-of-way line, the easterly  line  of
said 12.719 acre tract, the following courses and distances;

      North 58 09' 07" East, a distance of 338.02 feet to an iron
pin set;

      North 67 42' 19" East, a distance of 385.01 feet to an iron
pin set;

      North 60 16' 29"    East, a distance of 260.77 feet  to  an
iron pin set;

      North 49 22' 25" East, a distance of 183.83 feet to an iron
pin set at the True Point of Beginning;

     thence North 49 22' 25" East, continuing with said right-of-
way  line,  a distance of 203.35 feet to an iron pin set  in  the
southerly right-of-way line of Union Centre Boulevard;

      thence South 62 38' 01" East, with said southerly right-of-
way  line, being the southerly line of said 12.719 acre tract,  a
distance of 119.75 feet to an iron pin set;

      thence across said 98.914 acre tract, the following courses
and distances;

      South 27 12' 29" West, a distance of 38.32 feet to an  iron
pin set;
      South 02 57' 36" East a distance of 328.65 feet to an  iron
pin set on the arc of a curve to the right;

                           2.009 ACRES
                               -2-

      southwesterly with the arc of said curve (Delta  =  06  23'
30",  Radius = 344.41 feet) a chord bearing and distance of South
88  48'  20"  West, 38.40 feet to an iron pin set at a  point  of
reverse curvature;

      southwesterly with the arc of said curve (Delta  =  08  12'
24",  Radius = 322.64 feet) a chord bearing and distance of South
87  53'  53"  West, 46.17 feet to an iron pin set at a  point  of
tangency;

      South 83 47' 41" West, a distance of 44.33 feet to an  iron
pin set at a point of curvature of a curve to the left;

      Southwesterly with the arc of said curve (Delta  =  07  12'
10",  Radius = 630.00 feet) a chord bearing and distance of South
80 11' 30" West, 79.15 feet to an iron pin set;

      North 12 56' 43" West, a distance of 83.81 feet to an  iron
pin set; and

     North 08 58' 42" West, a distance of 227.71 feet to the True
Point of Beginning, containing 2.009 acres of land, more or less.

       Subject,  however,  to  all  legal  rights-of-way   and/or
easements, if any, of previous record.

      Iron  pins  set, where indicated, are iron pipes,  thirteen
sixteenths (13/16) inch inside diameter, thirty (30) inches  long
with  a plastic plug placed in the top bearing the initials  EMHT
INC.

      The  bearing herein are based on the same meridian  as  the
bearings  shown  on  the centerline survey for  BUT-75-2.414,  in
which  the centerline of Interstate 75 has a bearing of North  40
17' 04" East.

                     EVANS,  MECHWART, HAMBLETON AND TILTON, INC.

[notary seal]            /s/ Clark E. White   10/24/02
                         Clark E. White
                         Registered Surveyor No. 7868
                         Butler County Planning Commission
                         For the purposes of conveyance of Title
                         Does  not constitute a zoning certificate or
                         building permit.  No Plat required.

Volume 43 Page 127
Butler   County   Engineer
Record  of  Land Surveys
and Zoning






                  CHAMPPS OPERATING CORPORATION
                        CINNCINNATI, OHIO
                       PROJECT COST BUDGET
                        November 25, 2002


LAND AND HARD COSTS:
Land Acquisition Cost                                    $1,000,000.00
Land Sitework                                               370,500.00

Building/General Construction                             1,035,925.00
CEI Construction Vendors                                    414,500.00
Construction Contingency-10.0%                              150,000.00
SUBTOTAL HARD COSTS                                      $2,970,925.00

SOFT COSTS:
Architect/Engineer                                          180,000.00
Site Investigation/Survey                                    56,000.00
Permits and Fees                                             50,000.00
Title Insurance and Closing Costs (Construction and S/L)     20,000.00
Attorney's Fees - AEI                                        10,000.00
COC Parcel Development Fee                                   50,600.00
Development Interest                                         41,500.00
Appraisal                                                     4,000.00
AEI Site Inspection Fee                                       2,500.00
AEI Credit Report Fees (Promesa)                                600.00
AEI 2% Commitment Fee                                        70,000.00
Miscellaneous                                                 9,875.00

SUBTOTAL SOFT COSTS                                        $529,075.00

TOTAL PROJECT COSTS                                      $3,500,000.00