NET LEASE AGREEMENT


     THIS  LEASE, made and entered effective as of this 10th  day
of  December, 2003, by and between AEI Income & Growth Fund  XXII
Limited   Partnership  ("Fund  XXII"),  whose  corporate  general
partner  is  AEI Fund Management XXI, Inc., and AEI  Private  Net
Lease  Millennium  Fund Limited Partnership  ("Fund  Millennium")
whose  corporate  general partner is AEI Fund  Management  XVIII,
Inc.,  whose  address is 1300 Wells Fargo Place, 30 East  Seventh
Street,  St. Paul, Minnesota 55101 ("Lessor"), and TIA'S TEXAS  -
ALAMO, LLC, whose address is c/o Tia's Restaurants, Inc., 1125 N.
Union  Bower,  Suite 150, Irving, Texas 75061,  Attention:  Scott
Gordon, President.

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property  and building and improvements (the "Building")  located
at  2901  East  Central  Texas Expressway,  Killeen,  Texas,  and
legally  described in Exhibit "A", which is attached  hereto  and
incorporated herein by reference; 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 Fifteen (15)
 consecutive "Lease Years", as hereinafter defined, commencing on
 the effective date first listed above, ("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 written request of Lessee, 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 option to extend, and that said option shall terminate
when the Lessee shall lose right to possession or this Lease is
terminated, whichever occurs first.  Lessor shall otherwise in no
event record this Lease or any memorandum summarizing any of the
terms or otherwise identifying this lease.

ARTICLE 3 .  CONSTRUCTION OF IMPROVEMENTS

      (A)   Lessee  warrants that as of the date hereof,  to  its
 knowledge, the Building and all other improvements to the land do
 comply with the laws, ordinances, rules, and regulations of  all
 state and local governments.

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

ARTICLE 4 .  RENT PAYMENTS

      (A)  Annual Rent Payable during the Lease Term and during any
 Renewal Term shall be as set forth on Schedule A attached hereto.

(B)  Overdue Payments.
           Lessee  shall pay interest on all overdue payments  of
Rent  or  other  monetary amounts due hereunder at  the  rate  of
fourteen  percent (14%) per annum or the highest rate allowed  by
law,  whichever  is  less,  accruing beginning  five  days  after
written  notice  to  Lessee that Rent or other  monetary  amounts
properly due and payable were not paid.

ARTICLE 5 .  INSURANCE AND INDEMNITY

      (A)  Lessee shall, throughout the Term or Renewal Terms, if any,
 of this Lease, at its own cost and expense, procure and maintain
 insurance  which  covers  the Leased Premises  and  improvements
 against  fire, wind, and storm damage (including flood insurance
 if  the Leased Premises is in a federally designated flood prone
 area)  and such other risks (including earthquake insurance,  if
 the  Leased  Premises  is  located  in  a  federally  designated
 earthquake zone or in an ISO high risk earthquake zone) as may be
 included in the broadest form of extended coverage insurance  as
 may,  from  time to time, be available in amounts sufficient  to
 prevent  Lessor or Lessee from becoming a co-insurer within  the
 terms  of  the applicable policies.  In any event, the insurance
 shall  not be less than one hundred percent (100%) of  the  then
 insurable  value.  Additionally, replacement cost  endorsements,
 inflation  guard endorsements, vandalism endorsement,  malicious
 mischief endorsement, waiver of subrogation endorsement,  waiver
 of co-insurance or agreed amount endorsement (if available), and
 Building   Ordinance  Compliance  endorsement  and   Rent   loss
 endorsements (for a period of one year) 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,
commercial general liability insurance with respect to Lessee's
use and occupancy of said Leased Premises, including "Dram Shop"
or liquor liability insurance, if the same shall be or become
available in the State of Texas and liquor is sold on the Leased
Premises, with initial limits of at least $1,000,000 per
occurrence/$2,000,000 general aggregate, and umbrella insurance
of at least $2,000,000 per occurrence/$5,000,000 general
aggregate, or such additional amounts as Lessor shall reasonably
require from time to time, upon Lessor's good faith determination
that the present insurance coverage is inadequate, such amounts
to be consistent with requirements of other Lessor's in similar
circumstances.

(C)  Lessee agrees to notify Lessor in writing if Lessee is
unable to procure all or some part of the aforesaid insurance.
In the event Lessee fails to provide all insurance required under
this Lease, Lessor shall have the right, but not the obligation,
to procure such insurance on Lessee's behalf.  Lessee will then,
within five (5) days from receiving written notice, pay Lessor
the amount of the premiums due or paid, together with interest
accrued thereon at the lesser of eleven percent (11%) 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 Lessor, Lessor's corporate general partner, and Robert
P. Johnson, as the individual general partner, respectively, of
Lessor, and Lessee as additional named insured, as their
respective interests may appear, and shall provide that the
policies cannot be canceled, terminated, changed, or modified
without thirty (30) days written notice to the parties.  In
addition, all of such policies shall contain endorsements by the
respective insurance companies waiving all rights of subrogation,
if any, against Lessor.  All insurance companies providing
coverages must be rated "A-" or better by Best's Key Rating Guide
(the most current edition), or similar quality under a successor
guide if Best's Key Rating shall cease to be published. Lessee
shall provide Lessor with legible copies of any and all policies
on or before the Occupancy Date. No less than fifteen (15)
business days prior to expiration of such policies, Lessee shall
provide Lessor with legible copies of any and all renewal
Certificates of Insurance, if the terms of the Policies have not
changed, and copies of such policies if the same have changed.
Lessee agrees that it will not settle any property insurance
claims affecting the Leased Premises in excess of $100,000
without Lessor's prior written consent, such consent not to be
unreasonably withheld or delayed.  Lessor shall consent, where
Lessor's consent is required hereunder, 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
Building and any damaged Improvements to the Leased 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 gross
negligence of Lessee or any employee or agent of Lessee.

(F)  Lessor shall defend, indemnify, and hold Lessee harmless
against any and all claims, damages, and lawsuits 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, caused by the intentional misconduct or the gross
negligence of Lessor and Lessor agrees to save Lessee harmless
from, and indemnify Lessee 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 gross negligence of
Lessor or any employee or agent of Lessor.

(G)  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 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 would be if the  insurance
required herein is maintained) compensated by insurance.

ARTICLE 6 .  TAXES, ASSESSMENTS AND UTILITIES

 (A) Lessee shall be liable and agrees to pay the charges for all
 public  utility  services rendered or furnished  to  the  Leased
 Premises, including heat, water, gas, electricity, sewer, sewage
 treatment facilities and the like, all personal property  taxes,
 real  estate  taxes,  special  assessments,  and  municipal   or
 government charges, general, ordinary and extraordinary, of every
 kind  and  nature whatsoever, which may be levied,  imposed,  or
 assessed  against the Leased Premises, or upon any  improvements
 thereon, at any time after the Occupancy Date of this Lease  and
 prior to the expiration of the term hereof, 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, during the term of this Lease, be
charged, laid, levied, assessed, or imposed upon the Leased
Premises or any part thereof or upon the Rents payable hereunder
(expressly excluding general income taxes, inheritance taxes,
franchise and other corporate taxes and estate taxes imposed upon
Lessor) (collectively, "Taxes"), and Lessor agrees to promptly
forward to Lessee any and all notices that it receives regarding
such Taxes.  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 Rent tax (expressly
excluding general income taxes, inheritance taxes, franchise and
other corporate taxes and estate taxes imposed upon Lessor) shall
be levied against Lessor in substitution for or in lieu of any
Tax which would otherwise constitute a real estate tax, such Tax
shall be deemed a real estate tax for the purposes herein and
shall be paid by Lessee

(C)  All real estate taxes, assessments for public improvements
or benefits, water rates and charges, sewer rents, and other
governmental impositions, duties, and charges which shall become
payable for the first and last tax years of the term hereof shall
be apportioned pro rata between Lessor and Lessee in accordance
with the respective number of months during which each party
shall be in possession of the Leased Premises in said respective
tax years.  For the purposes of this provision, all personal
property taxes, real estate taxes and special assessments shall
be deemed to have been assessed in the year that each payment or
any installment thereof is due.

(D)  Lessor shall promptly (but in any event within sufficient
time to allow Lessee to review and, if it so desires, to contest
same) forward to Lessee, to the extent that Lessor has been
unable to cause the local taxing authorities to send such notices
directly to Lessee, notices of all taxes assessed on the Leased
Premises and the Building.  Lessee shall have the exclusive right
during the term hereof, at its sole expense, to contest, protest,
appeal, or institute other proceedings to effect a reduction or
abatement of Taxes for any tax year that ends after the date of
this Lease.  The protest, appeal, or other proceedings may be
conducted in the name of Lessor or Lessee, as Lessee may consider
appropriate.  To this end, at Lessee's expense, Lessor shall
cooperate with Lessee and furnish appropriate documents and
information.  Pending any such proceedings, Lessee shall give
Lessor such security as may be deemed reasonably satisfactory to
Lessor to insure payment of the Taxes and all interest and
penalties thereon.  Any cash security provided by Lessee pursuant
to this Section shall earn interest for the benefit of Lessee at
the rate of interest earned in federally insured money market
accounts.  If, at any time during the continuance of such
proceedings, the Leased Premises or any part thereof is, in the
reasonable judgment of Lessor, in danger of being forfeited or
lost, Lessor may use such security for the payment of such Taxes.


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,  which  consent  shall  not  be  unreasonably  withheld,
 conditioned or delayed in each instance:

       1. assign or otherwise transfer this Lease, or any part of
          Lessee's  right,  title  or interest therein (except by
          devise  or bequest upon the death of a shareholder, but
          in such event, such  recipient  shall  be bound  by the
          provisions of this Article);

       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.  Notwithstanding the foregoing or
          anything else to the contrary contained in this Lease,
          Lessee   may, without   obtaining  Lessor's   consent,
          encumber  its interest as Lessee under this Lease,  as
          well  as  any or  all  of Lessee's Property as defined
          in Section 20(A) below, as security for the benefit of
          any lender  of Lessee or Lessee's parent, subsidiaries
          or affiliates,  provided, however, that nothing herein
          shall require the Lessor to subordinate its fee simple
          title to the Leased Premises to the Lessee's mortgagee,
          nor grant any additional rights to such mortgagee other
          than those contained in the Lease.

      (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 (provided, however, transfers by bequest or
             devise due to the death of a shareholder shall not trigger the
             application of these provisions, provided Lessor is given notice
             of such transfer immediately after the disposition of the
             decedent's estate);

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

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

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

          5. Lessee shall present the signed consent to such assignment
             and/or subletting from any guarantors of this Lease, such
             consent to be in form and substance satisfactory to Lessor.
             Lessee agrees to furnish to Lessor upon demand at any  time
             such  information and assurances as Lessor may reasonably
             request that neither Lessee, nor any previously permitted
             sublessee,  has violated the provisions of this Article.

      (C)  If Lessee agrees to assign this Lease or to sublet all or
 any  portion of the Leased Premises, Lessee shall, prior to  the
 effective date thereof (the "Effective Date"), deliver to Lessor
 copies  of  any  such proposed agreement and  of  all  ancillary
 agreements   with  the  proposed  assignee  or   sublessee,   as
 applicable.   If Lessor shall not have consented to  a  proposed
 sublease  or assignment requiring Lessor's consent thereto,  and
 Lessee  shall  attempt to effect such transfer without  Lessor's
 consent or in spite of Lessor's decision to not consent to  such
 transfer, 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 the provisions of this Article 7 above, or
any other provisions of this Lease to the contrary, Lessee shall
have the right to assign this Lease, or sublet the Leased
Premises or any portion thereof, without the consent of, but with
prior written notice to Lessor, (a) in connection with a merger,
consolidation, corporate reorganization (other than pursuant to
the bankruptcy laws), sale of corporate assets or sale or other
transfer of stock, or (b) to any subsidiary, affiliate or parent
entity of Lessee, provided, in each case, that said assignee
assumes, in full, the obligations of Lessee under this Lease and
Lessee and Guarantors remains primarily liable under this Lease.
Further, if the County or the City where the Leased Premises are
situate become a `dry' county or city, Lessee may, without the
consent of, but with notice to Lessor, sublet the portion of the
Leased Premises relating to the bar area and the sale of alcohol
to any Texas non-profit corporation or association of persons
wishing to organize a private club under appropriate Texas
statutes and such corporation or association may jointly occupy
the Leased Premises under a sublease from Lessee and Lessee may
enter into a management agreement with such corporation or
association without further approval from Lessor.  In addition,
notwithstanding the provisions of this Article 7 above or any
other provisions of this Lease to the contrary, the following
transfers or issuances of shares of capital stock of Lessee shall
not constitute an assignment of this Lease or require the consent
of Lessor under this Article 7: (i) the issuance and sale of
shares of capital stock of Lessee in connection with a public
offering of such stock (provided such issuance and sale does not
involve the issuance, sale, or transfer of a majority of the
voting stock of Lessee); (ii) the transfer of outstanding shares
to a parent corporation which is a parent on the date hereof or a
subsidiary of Lessee, provided such entity is or becomes a
guarantor of this Lease.


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 (to the extent  solely
 located within the Leased Premises); water and sewage facilities
 (to  the  extent  solely  located within the  Leased  Premises);
 fixtures; electrical equipment; interior walls; ceilings; signs;
 roof;   structure;  interior  building  appliances  and  similar
 equipment;  heating and air conditioning equipment; 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
structural repairs or repairs that materially and adversely
affect the value of the Leased Premises promptly and adequately,
Lessor may, upon giving Lessee no less than thirty (30) days
prior written notice thereof and an opportunity to commence and
diligently pursue such repairs (provided that Lessor may cause
such repairs to be made upon less than thirty days notice, but
after notice to Lessee, to the extent required in order to avoid
additional waste to the Leased Premises or in the event of an
emergency requiring immediate correction, if Lessee has not
commenced such repairs as may be necessary to prevent such waste
to the Leased Premises or correct such emergency), cause such
repairs to be made, but shall not be required to do so, and
Lessee shall pay the reasonable-out-of-pocket cost thereof to
Lessor upon demand.  It is understood that Lessee shall pay all
expenses and maintenance and repair during the term of this
Lease.  If Lessee is not then in default hereunder beyond
applicable grace or cure periods, Lessee shall have the right to
make repairs and improvements to the Leased Premises without the
consent of Lessor.  The plans and specifications for any repairs
or improvements in excess of One Hundred Thousand Dollars
($100,000.00) 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, conditioned
or delayed.  All alterations and additions to the Leased Premises
shall be made in accordance with all applicable laws and shall
remain for the benefit of Lessor.  In the event of making such
alterations as herein provided, Lessee further agrees to
indemnify and save harmless Lessor from all expense, liens,
claims or damages to either persons or property or the Leased
Premises which may arise out of or result from the undertaking or
making of said repairs, improvements, alterations or additions,
or Lessee's failure to make said repairs, improvements,
alterations or additions, unless, in each such case, caused by
Lessor's negligence or willful misconduct.


ARTICLE 9 .  COMPLIANCE WITH LAWS AND REGULATIONS

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



ARTICLE 10.    SIGNS

      Lessee shall have the right to install and maintain a  sign
or  signs  advertising  or  otherwise  used  in  connection  with
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, NON-DISTURBANCE AND ATTORNMENT

      (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
 Leased  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, such form to be consistent with other such
 forms used by commercial mortgagees in the industry, which  form
 shall provide that Lessee shall not be disturbed from its use and
 possession  of  the  Leased Premises and  its  other  rights  as
 provided in accordance with the terms of this Lease so  long  as
 Lessee  is  not  in default hereunder beyond the  expiration  of
 applicable grace or cure periods, notwithstanding any foreclosure
 by such mortgagee of the Leased Premises or any part thereof, or
 the exercise by such mortgagee of its rights and remedies as  to
 Lessor.  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, such form to be consistent with other such forms used
 by commercial mortgagees in the industry.

(B)  Lessee covenants and agrees to execute and deliver, upon
demand, such further commercially reasonable 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, such form to be consistent with other such
forms used by commercial mortgagees in the industry .


ARTICLE 12.  CONDEMNATION OR EMINENT DOMAIN

      (A)   If  the  whole of the Leased Premises or its  related
parking  facilities 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 only up to  the
day of such taking.  If (i) any part of the kitchen area (defined
as the area in which food is stored, prepared and cooked) located
within  the  Leased  Premises which results  in  a  material  and
adverse  effect  on the kitchen area, (ii) ten percent  (10%)  or
more  of  the  remaining portions of the Building, (iii)  fifteen
percent  (15%)  or  more of the parking spaces  utilized  by  the
Leased Premises, or (iv) access to or from the Leased Premises to
publicly  dedicated roadways shall be acquired or materially  and
adversely altered by the right of condemnation or eminent  domain
for  any  public or quasi-public use or purpose,  or  sold  to  a
condemning  authority  under threat of condemnation,  and  Lessor
cannot  provide,  at  no  cost or expense to  Lessee,  reasonably
comparable    alternate   access   and/or   parking    reasonably
satisfactory  to  Lessee, then Lessee shall have  the  right  and
option  to terminate this Lease by giving written notice of  such
termination  to  Lessor  not  later than  six  (6)  months  after
possession  is taken by the condemning authority.  In  the  event
that  this Lease shall terminate or be terminated, the Rent shall
be  paid  up to the day that possession was surrendered (and  the
Rent  to be paid for the period following such taking and  ending
on such date of surrender shall be proportionately abated to take
into  account the reduction of the Leased Premises resulting from
such taking).

     (B)   If  the Lease is not terminated pursuant to  Paragraph
(A)  above,  then  Lessee shall, with  the  use  of  all  of  the
condemnation   proceeds  (to  be  made   available   by   Lessor,
immediately  if such proceeds are less than $100,000,  or  if  in
excess  of $100,000, under a commercially reasonable construction
draw   procedure  in  payment  of  invoices  for  work  performed
submitted by Lessee or its contractors) 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, and  Rent  shall  be
abated  during  such period of construction, and thereafter  Rent
shall  be  proportionately  abated  to  take  into  account   the
reduction  of  the  Leased Premises resulting from  such  taking,
provided,  however,  Lessee  may  elect  to  replace  the  Leased
Premises  with  a  different Permitted Use, subject  to  Lessor's
prior  written approval, which approval shall not be unreasonably
withheld,  conditioned or delayed, and further that Lessee  shall
not  be  required (unless Lessee so elects) to repair or  restore
the  Leased Premises if the Term or any Renewal Term shall expire
within  two  years of such partial taking.  Lessee  shall  notify
Lessor  of  Lessee's  election to not so restore  or  repair  the
Leased  Premises after such a partial taking within  60  days  of
notice of such taking.

     (C)   Subject  to  the  provisions  of  Section  12(B),  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 Leased 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;
interruption of business; moving expenses; 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,  upon  no
less  than seventy-two (72) hours prior written notice to Lessee,
provided   that   Lessor  shall  conduct  such   inspection   and
examination  no more than three (3) times during the First  Lease
Year,  and no more than two (2) times during any subsequent Lease
Year.   Notwithstanding the foregoing, (i)  in  the  event  that,
during  any such foregoing inspection, Lessor determines  in  its
commercially  reasonable discretion that the  maintenance  and/or
operation  of the Leased Premises fails to materially conform  to
the  standards  adopted by Lessor for its other properties  which
are  used  for  the  same  purposes as  the  Permitted  Use,  and
provided,  further, that Lessor provides Lessee with a  detailed,
itemized  list of items to which Lessee has so failed  to  comply
with   such  standards  within  thirty  (30)  days  of  any  such
inspection  of  the  Leased Premises, Lessor  shall,  during  the
twelve  (12)  month  period following  such  inspection,  not  be
limited  to the number of times for which it shall be allowed  to
inspect  and  examine the Leased Premises,  but  shall  still  be
required to limit such inspections during business hours, upon no
less  than seventy-two (72) hours prior written notice to Lessee;
and  (ii)  in the event that Lessee abandons the Leased Premises,
Lessee shall, after providing Lessor with ninety (90) days  prior
written   notice   thereof,  be  required  to  use   commercially
reasonable  efforts to assign or sublet the Leased Premises,  and
from  and  after such ninety (90) day period Lessor's  rights  to
inspect  and  examine the Leased Premises shall be  unrestricted.
Upon  default  by  Lessee  beyond applicable  grace  and/or  cure
periods  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,
and  to  allow Lessor free access to the Leased Premises to  show
the  Leased Premises.  Notwithstanding anything in this Lease  to
the contrary, (a) Lessor may not enter the back of the restaurant
or  the  kitchen area without being accompanied by a  manager  of
Lessee  except  in  the case of an emergency, and  (b)  entry  by
anyone who may be a competitor of Lessee shall not include  entry
into  the  kitchen area at any time in order to protect  Lessee's
trade secrets.

ARTICLE 14.  PERMITTED USE

     The "Permitted Use" is operating, conducting, or carrying on
the business of a restaurant and uses related to the operation of
a  restaurant, including, without limitation, food service,  sale
of  alcoholic beverages, catering, party rooms, dancing,  outdoor
cafe,  carry-out  and  drive-up window  services.   Lessee  shall
initially  use the Leased Premises principally for the  operation
of  a  Mexican theme restaurant.  Lessee shall not use the Leased
Premises for any immoral lewd, indecent, obscene, or disreputable
business, purpose, activity, or use.  Use of the Leased  Premises
as  a  sexually  oriented business, adult theater  or  bookstore,
cabaret,  dance  hall,  massage parlor,  establishment  employing
topless  or exotic dancers and/or employees dressed or  uniformed
in an objectionably revealing manner, or any other endeavor which
involves   lewd,   lascivious,  indecent  or  obscene   products,
merchandise,  activity,  or conduct, or  any  activity  which  is
prohibited  by  any  restrictive covenants of record  enforceable
against  the  Leased  Premises,  shall  be  strictly  prohibited.
Lessee's  operations from the Leased Premises shall  be  a  first
class,  family  oriented  business.  Lessee  agrees  to  use  all
reasonable efforts to encourage quality patronage and to prohibit
undesirable or disreputable activities.  Any changes  during  the
term  of  the  Lease  of the Permitted Use  are  subject  to  the
reasonable approval of Lessor.  If Lessor does not disapprove  of
any  proposed change in the Permitted Use within thirty (30) days
after  Lessee's  written  request for such  approval,  then  such
request  shall  be deemed to be approved by Lessor.   Lessee  may
change its trade name to such other trade name as may be used  by
a  majority of Lessees or Lessee's affiliates' restaurants in the
same vicinity without Lessor's prior approval or, otherwise, upon
Lessor's  prior written approval, which shall not be unreasonably
withheld,  conditioned,  or delayed,  based  upon  the  following
criteria:  (a)  relationship of the proposed trade  name  to  the
Permitted Use, and (b) appropriateness of the proposed trade name
for  the atmosphere and environment of the surrounding area.  Any
proposed  trade  name that suggests or contains  lewd,  indecent,
disreputable,   or   sexual  innuendo  or  overtones   shall   be
prohibited.




ARTICLE 15.  DESTRUCTION OF PREMISES

      (A)  Lessee shall give prompt notice to Lessor in case of fire or
 other casualty ("Casualty") to the Leased Premises.

(B)  If the Building shall be damaged to the extent of more than
twenty-five percent (25%) of the cost of replacement thereof
(which cost of replacement may be established by Lessee by the
affidavit of an independent third-party contractor) during the
last two (2) Lease Years of the Term or any extensions thereof,
if any such Casualty occurs during any such extension period, or
if it shall take more than sixty (60) days (which duration of
closure may be established by Lessee by the affidavit of an
independent third-party contractor as to the estimated time of
repair) during the last two (2) Lease Years of the Term or any
extensions thereof, if any such Casualty occurs during any such
extension period, to repair and restore the improvements so
damaged or destroyed, then, in such event, Lessee may terminate
this Lease by notice to Lessor prior to the sixtieth (60th) day
after the date when the damage occurred.  If Lessee so terminates
this Lease then the termination date of the Lease shall be the
date set forth in the notice to Lessor, which date shall not be
less than thirty (30) days nor more than ninety (90) days after
the giving of said notice.

(C)  Provided this Lease is not terminated, 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.

(D)  Provided Lessee is not in default hereunder beyond
applicable grace or cure periods, (and retains according to the
terms hereof the right to rebuild), then Lessee shall have the
right to promptly and in good faith settle and adjust any claim
under such insurance policies with the insurance company or
companies on the amounts to be paid upon the loss.  The insurance
proceeds shall be used to reimburse Lessee for the cost of
rebuilding or restoration of the Leased Premises.  The Leased
Premises shall be so restored or rebuilt so as to be of at least
equal value and substantially the same character as prior to such
damage or destruction.  Provided, however, Lessee may elect to
replace the Leased Premises with a different Permitted Use
subject to Lessor's prior written approval, which approval shall
not be unreasonably withheld or delayed.  If the insurance
proceeds are less than One Hundred Thousand Dollars ($100,000),
they shall be paid to Lessee for such repair and restoration.  If
the insurance proceeds are greater than or equal to One Hundred
Thousand Dollars ($100,000), 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 Twenty-
Five Percent (25%) of the cost of replacement of the Leased
Premises, all plans and specifications for such rebuilding or
restoration shall be subject to the reasonable approval of
Lessor.

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

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

(G)  In the event Lessee elects to terminate this Lease in
accordance with the provisions of this Article 15, then Lessee
shall pay to Lessor an amount equal to Lessee's insurance
proceeds received by Lessee under the policy covering the
Building carried by Lessee and required to be maintained under
Section 5(A) hereof or, in the event that Lessee fails to
maintain such insurance, the insurance proceeds that would have
been received by Lessee but for such failure (in each such case,
to the extent covering the Building and not Lessee's Property)
and the deductible thereto.

ARTICLE 16.  ACTS OF DEFAULT

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

       1. Failure to pay the Rent or any monetary obligation herein
          reserved, or any part thereof when the same shall be due and
          payable.  Interest and late charges for failure to pay Rent when
          due shall accrue if Lessee shall fail to make payment within five
          days after notice to Lessee that Rent has not been paid.   Lessee
          shall be granted five days after written notice to cure such
          failure to pay the Rent or any other monetary obligation herein
          reserved.

2.   Failure to do, observe, keep and perform any of the other
terms, covenants, conditions, agreements and provisions in this
Lease to be done, observed, kept and performed by Lessee;
provided, however, that Lessee shall have 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 90 days after written
notice from Lessor of the default hereunder.

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

ARTICLE 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,
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  Leased Premises or any part thereof,  shall  be
abandoned  by  Lessee,  then Lessor or its  agents,  servants  or
representatives, may immediately or at any time  thereafter,  re-
enter  and resume possession of the Leased Premises or  any  part
thereof, and remove all persons and property therefrom, either by
summary  dispossess  proceedings  or  by  a  suitable  action  or
proceeding at law, or by force or otherwise without being  liable
for any damages therefor.

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

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

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

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

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

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

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

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

(D)  In addition to any other remedies Lessor may have with this
Article 19, Lessor may recover from Lessee all damages it may
incur by reason of any breach, including:  The cost of recovering
and reletting the Leased Premises; reasonable attorney's fees;
and, the present value (discounted at a rate of 10% per annum) of
the excess of the amount of Rent and charges equivalent to Rent
reserved in this Lease for the remainder of the Term over the
then reasonable rent value of the Leased Premises (or the actual
rents receivable by Lessor, if relet) for the remainder of the
Term, all of which amounts shall be immediately due and payable
from Lessee to Lessor in full.  In the event that the rent
obtained from such alternative or substitute tenant is more than
the Rent which Lessee is obligated to pay under this Lease, then
such excess shall be paid to Lessor provided that Lessor shall
credit such excess against the outstanding obligations of Lessee
due pursuant hereto, if any.

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

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

      (A)  All present and future alterations, additions, renovations,
 improvements  and  installations made to  the  Leased  Premises,
 including the Building ("Leasehold Improvements") shall be deemed
 to  be  the  property of Lessor.  Notwithstanding the foregoing,
 upon Lessee's vacation of the Leased Premises, Lessee may, at its
 election, remove any walk-in cooler, overhead hood system and/or
 built in safe (collectively "Removable Leasehold Improvements").
 All movable goods, inventory, office furniture, equipment, trade
 fixtures  (including exterior signs) and other movable  personal
 property belonging to Lessee that are not permanently affixed to
 the   Leased   Premises  (collectively,  "Lessee's   Property"),
 including, without limitation, any item or matter that  contains
 or  represents Lessee's trade names, trademarks, service  marks,
 trade   secrets,  trade  dress  or  similar  assets  of   Lessee
 (collectively, "Lessee's Intellectual Property"),  shall  remain
 Lessee's  property and may be removable by Lessee at  any  time,
 provided  that  Lessee (i) is not in default  beyond  applicable
 notice  and cure period under this Lease, and (ii) shall  repair
 any damage to the Leased Premises caused by the removal of any of
 Lessee's  Property.  Lessor has no right or interest in Lessee's
 Intellectual Property.

(B)  Lessee shall furnish and pay for Lessee's Property.

(C)  At the end of the term of this Lease, the Lessee's Property
shall 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
materialmens  liens.  Whenever and as often as any mechanic's  or
other  materialmens  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
sixty (60) days from the date of the filing of said mechanic's or
other  lien and delivery of notice thereof to Lessee of  Lessee's
obligation  under  this Lease.  Should Lessee fail  to  take  the
foregoing  steps within said sixty (60) day period, Lessor  shall
have  the  right,  among other things, to pay said  lien  without
inquiring  into the validity thereof, and Lessee shall  forthwith
reimburse  Lessor  for  the  total  expense  incurred  by  it  in
discharging said lien as additional Rent hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

     No agreement to accept a surrender of the Leased Premises or
termination of this Lease shall be valid unless in writing signed
by  Lessor.   The delivery of keys to any employee of  Lessor  or
Lessor's  agents shall not operate as a termination of the  Lease
or  a surrender of the Leased 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  (l0)  days prior request by the other party,  execute,
acknowledge  and deliver to the requesting party a  statement  in
writing,  executed  by  an  executive  officer  of  such   party,
certifying  that:  (a) this Lease is unmodified (or  if  modified
then  disclosure  of such modification shall be made);  (b)  this
Lease is in full force and effect; (c) the date to which the Rent
and other charges have been paid; and (d) to the knowledge of the
signer of such certificate that the other party is not in default
in  the  performance  of  any covenant,  agreement  or  condition
contained  in this Lease, or if a default does exist,  specifying
each such default of which the signer may have knowledge.  It  is
intended  that  any  such statement delivered  pursuant  to  this
Article  may  be  relied  upon by any  prospective  purchaser  or
mortgagee  of  the  Leased  Premises  or  any  assignee  of  such
mortgagee or a purchaser or lender of the leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

      During  the  term  of this Lease, Lessee will,  within  one
hundred twenty (120) days after the end of Lessee's fiscal  year,
furnish Lessor with Lessee's financial statements.  The financial
statements  shall  be  prepared  in  conformity  with   generally
accepted  accounting principles (GAAP) and  do  not  need  to  be
prepared by an independent certified public accountant, but shall
be  certified as true and correct by the chief financial  officer
or other authorized officer of Lessee.  Lessee shall also provide
Lessor  with financial statements for the Leased Premises  within
120  days  after the end of Lessee's fiscal year.  The  financial
statements for the Leased Premises do not need to be prepared  by
an   independent  certified  public  accountant,  but  shall   be
certified  as true and correct by the chief financial officer  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 financial  statements  of  the
Leased Premises for such quarter.  Lessor shall have the right to
require  such financial statements for the Lessee and the  Leased
Premises  on  a monthly basis after the occurrence of  a  default
beyond  applicable  grace  or cure periods  in  any  Lease  Year.
Provided,  however,  if Lessee shall not  commit  a  default  for
twelve consecutive months, Lessor's right to require such monthly
financial  statements shall terminate until  Lessee  shall  again
commit  a  default in any given Lease Year.  Said  quarterly  (or
monthly, if required by Lessor) financial statements do not  need
to be prepared by an independent certified public accountant, but
shall  be  certified as true and correct by the  chief  financial
officer  or  other authorized officer of Lessee.   The  financial
statements shall conform to GAAP, and include a balance sheet and
related  statements  of  operations,  statement  of  cash  flows,
statement  of changes in shareholder's equity, and related  notes
to financial statements, if any.

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 materially modify any of the
elements of this Lease or materially increase Lessee's other
obligations under this Lease.


ARTICLE 28.  OPTION TO RENEW

      If  this Lease is not previously canceled or terminated and
if  Lessee  is  not then in default, then Lessee shall  have  the
option to renew this Lease upon the same conditions and covenants
contained in this Lease for four (4) consecutive periods of  five
(5) years each (singularly "Renewal Term").  Rent during each  of
the  Lease  Years  of any Renewal Term shall be  as  provided  in
Schedule A hereto.

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

ARTICLE 29.  MISCELLANEOUS PROVISIONS

      (A)  All notices, consents, approvals, or other instruments
 required  or  permitted to be given by either party pursuant  to
 this  Lease shall be in writing and given by (i) hand  delivery,
 (ii)  express  overnight delivery service or (iii) certified  or
 registered mail, return receipt requested, and shall be deemed to
 have been delivered upon (a) receipt, if hand delivered, (b) the
 next  business  day, if delivered by express overnight  delivery
 service,  or  (c) the third business day following  the  day  of
 deposit of such notice with the United State Postal Service,  if
 sent  by certified or registered mail, return receipt requested.
 Notices  shall  be  provided to the parties  and  addresses  (or
 facsimile  numbers, as applicable) specified on the  first  page
 hereof.

(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 Leased
Premises herein leased after the expiration of this Lease and
without the execution of a new lease, it shall be deemed to be
occupying said Leased Premises as a tenant from month-to-month,
subject to all the conditions, provisions, and obligations of
this Lease insofar as the same can be applicable to a
month-to-month tenancy except that the monthly installment of
Rent shall be increased 150% of 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 and shall remain unpaid for
five days after written notice to Lessee, or financial statements
required to be delivered hereunder by Lessee remain undelivered
when due for five days after written notice to Lessee, Lessor
shall have the right to charge Lessee a late charge of $250.00
per month for each month (or portion thereof) that any amount of
Rent installment remains unpaid or such financial statements
remain undelivered.

(H)  Any part of the Leased Premises (excluding the Building) may
be conveyed by Lessor for public non-exclusive easement purposes
at any time, provided such easement does not interfere with the
business of Lessee, as determined by Lessee in its reasonable
discretion, and provided Lessor has delivered to Lessee written
notification, together with a description of the location and
reason for such easement, at least 30 days prior to such
conveyance. 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.

ARTICLE 30.  [INTENTIONALLY DELETED]

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

      Lessee  covenants, represents and warrants to  Lessor,  its
successors and assigns, (i) that (except for items normally  used
by  Lessee  in the course of restaurant operations  and  in  such
case,  such  items  are  used  and  stored  in  accordance   with
applicable  law or regulation) 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
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"),
in  violation  of any Environmental Laws; (ii) that  to  Lessee's
knowledge, except as disclosed to Lessor in writing at  or  prior
to  the date of this Lease, 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, in violation of any Environmental Laws; (iii) that  to
Lessee's knowledge, except as disclosed to Lessor in writing, 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
(collectively,  "Environmental  Laws");  (iv)  that  to  Lessee's
knowledge,  except as disclosed to Lessor in writing, 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  to  Lessee's knowledge, the Leased Premises  will  not
contain  any formaldehyde, urea or asbestos, except as  may  have
been  disclosed in writing to Lessor.  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
Lease Term 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.  Lessee shall not be responsible
for  any  liabilities under this Article if the liability results
from  the activities, negligence or willful misconduct of  Lessor
or  any  agent,  employee, or contractor of  Lessor,  and  Lessor
agrees  to  indemnify and reimburse Lessee,  its  successors  and
assigns,  for  any  and all liabilities of  any  kind  whatsoever
respecting Hazardous Materials, which Lessee may, for  any  cause
and  at  any  time,  sustain  or incur  by  reason  of  any  such
activities,  negligence or willful misconduct of  Lessor  or  any
agent,  employee,  or  contractor  of  Lessor   These  covenants,
representations   and  warranties  shall  be  deemed   continuing
covenants, representations and warranties for the benefit of  the
indemnified  party,  and  any  successors  and  assigns  of   the
indemnified  party  and  shall  survive  expiration   or   sooner
termination of this Lease.

ARTICLE 32.  [INTENTIONALLY DELETED]

ARTICLE 33.  NET LEASE

     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.

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

LESSEE:   TIA'S TEXAS-ALAMO, LLC, a Texas limited liability
company

           By:  Tia's Restaurant, Inc., a Delaware corporation
                  Its Sole Member

           By: /s/ C Gregory Morris
               Name: Greg Morris
               Title: Secretary/Treasurer







LESSOR:   AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

           By: AEI Fund Management XXI, Inc.

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


          AEI PRIVATE NET LEASE MILLENNIUM FUND LIMITED
          PARTNERSHIP

           By: AEI Fund Management XVIII, Inc.

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











                           EXHIBIT "A"


Tract I: (Fee Simple)

Being  1.446 acres of land, more or less, and being Lot One  (1),
in  Block One (1), of Tia's Addition, being a re-plat of part  of
Lot  1  (1), Block One (1), Fox Creek Commercial, Phase here,  an
addition to the City of Killeen, Bell County, texas, according to
the  map or Plat recorded in Cabinet C, Slide 239-D, Plat Records
of  Bell  County,  Texas, being further described  by  metes  and
bounds as follows:

Beginning  at  a 3/8 inch iron rod set in the north  right-of-way
line of US Highway 190 (Cenral Texas Expressway) and in the south
line  of  Lot  1, fox Creek Commercial, Phase Three, which  bears
North  61  degrees 23 minutes 14 seconds West,  186.42  feet  and
North 64 degrees 59 minutes 47 seconds West, 168.58 feet from the
southeast  corner of Lot 1, Block 1, Fox Creek Commercial,  Phase
Three, for the southeast corner of this tract of land.

Thence  with  the north right-of-way line of US Highway  190  and
with  the  south  line of Lot 1, Block 1, Fox  Creek  Commercial,
Phase  Three, North 64 degrees 59 minutes 47 seconds West  221.91
feet  (plat bearing North 64 degrees 59 minutes 47 seconds  West)
to  a  3/8 inch iron rod found, for the southwest corner of  this
tract of land.

Thence  North 24 degrees 57 minutes 49 seconds East, 283.72  feet
to  a  3/8 inch iron rod found, for the northwest corner of  this
tract of land.

Thence  South 65 degrees 01 minutes 57 seconds East, 222.14  feet
to  a  3/8 inch iron rod found, for the northeast corner of  this
tract of land.

Thence  South 25 degrees 00 minutes 36 seconds West, 283.86  feet
to the Place of Beginning containing 1.446 acres or 63,008 square
feet of land.

Tract II (Easement Estate)

Non-exclusive  easement  and right to  use  as  created  in  that
certain Reciprocal Easement and Operation Agreement dated  August
26,  1999,  by and between TC Killeen MP, LP, a Delaware  limited
partnership  and Home Depot U.S.A., Inc., a Delaware corporation,
recorded  in  Volume 2068, Page 440, Official Public  Records  of
Bell County, Texas.

BEING  the same property conveyed to Specialty Restaurant  Group,
LLC by Special Warranty Deed dated November 20, 2000 and recorded
at  Volume 49228, Page 386 of the Official Public Records of Bell
County, Texas.