NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of this 20th
day  of November, 1998, by and between  AEI INCOME & GROWTH  FUND
XXII  LIMITED  PARTNERSHIP  ("Fund XXII"),  a  Minnesota  limited
partnership   whose  corporate  general  partner  is   AEI   Fund
Management  XXI, Inc., a Minnesota corporation, whose address  is
1300  Minnesota World Trade Center, 30 East Seventh  Street,  St.
Paul,  Minnesota  55101  ("Lessor"), and RTM  Alabama,  Inc.,  an
Alabama  corporation,  whose  address  is  5995  Barfield   Road,
Atlanta, Georgia 30328 ("Lessee");

WITNESSETH:

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

      WHEREAS,  Lessee constructed 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 shall commence  on  November
20th, 1998 ("Occupancy Date"), and shall include the period  from
the  Occupancy  Date until the date of the First Lease  Amendment
contemplated  under the Development Financing  Agreement  between
Lessor  and Lessee of even date herewith as further set forth  in
Article  35 hereof.  Thereafter, the Lease shall continue  for  a
period of Twenty consecutive Lease Years, as hereinafter defined.

     (B)  If the date the First Lease Amendment is executed shall
not  be  the first day of a calendar month, the first full "Lease
Year" shall be the period from the date the First Lease Amendment
is  fully executed to the end of the calendar month in which  the
First  Lease  Amendment  is fully executed,  plus  the  following
twelve  (l2)  calendar months.  Each Lease Year after  the  first
Lease  Year  shall  be  each successive  period  of  twelve  (l2)
calendar months thereafter.

      (C)   The  parties  agree that upon the request  of  either
party,  a  short form or memorandum of this Lease  (prepared  and
recorded at the expense of the requesting party) will be executed
for  recording purposes.  That short form or memorandum  of  this
Lease will be amended as of the date of the First Lease Amendment
to  set  forth  the  termination dates of the Term  and  optional
Renewal Terms, as defined in Article 28 hereof, and the existence
of  any  option to purchase or right of first refusal,  and  that
said  option or right of first refusal 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 shall 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,  and  builder's   risk
insurance  (naming Lessor, Lessee, and contractor as co-insured),
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 Leased Premises  are  in  the
condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

(A)   Annual Rent Payable from the Occupancy Date until execution
of  the First Lease Amendment (wherein the Lease shall be amended
as  contemplated  under  the Development Financing  Agreement  as
defined in Article 35 hereof): Rent until this provision shall be
superceded  by  the  First Lease Amendment shall  accrue  in  the
amount of $3,915 per month until March 15, 1999. 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.

     After and including March 16th, 1999, (unless this provision
shall  be superceded by the First Lease Amendment) Rent shall  be
payable out of pocket by Lessee (prorata for the period of  March
16th   through March 31, 1999) and be payable in advance  on  the
first day of the month to Fund XXII.

      (B)  Rent for the first full Lease Year after the execution
of the First Lease Amendment (which includes any stub period from
the  end of the calendar month in which the First Lease Amendment
is  executed)  shall  be Six and One-Half Percent  of  the  Total
Project  Cost,  and    beginning in the Second Lease  Year,  Rent
shall  increase  to Nine Percent of the Total  Project  Cost,  as
defined  in  the  Development Financing Agreement  of  even  date
herewith  between Lessor and Lessee, to be set forth pursuant  to
the  First Lease Amendment, and shall remain at such level  until
the beginning of the Third Lease Year.

      (C)   Annual  Rent  Payable beginning with  the  Third  and
subsequent Lease Years:

      The annual Base Rent due and payable shall increase in each
of  the  Lease Years beginning with the Third Lease  Year  by  an
amount  equal to One and One-Eighth Percent (1.125%) of the  Base
Rent  payable for the prior Lease Year.  Such increased Base Rent
shall  be  payable in advance of the first day of each  month  in
equal monthly installments.

     (D)  Overdue Payments.

Lessee  shall  pay interest on all overdue payments  of  Rent  or
other  monetary amounts due hereunder at lesser of  the  rate  of
fifteen  percent (15%) per annum or the highest rate  allowed  by
law accruing after the expiration of any applicable cure period.

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  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, with such commercially reasonable deductibles as
Lessor  may  reasonably require from time to time.  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. Business Interruption Insurance endorsement  (for  a
period  covering at least  three months of interruption) 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 Leased Premises, with initial  limits  of  at
least $1,000,000 per occurrence/$3,000,000 general aggregate,  or
such  additional amounts as Lessor shall reasonably require  from
time to time with limits in amounts acceptable to Lessor.

     (C)  N/A

      (D)  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,  either  provide  proof  that   such
coverages  are in full force and effect or 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.

      (E)  All policies of insurance provided for or contemplated
by  this Article can be under Lessee's blanket insurance coverage
and  shall  cover Lessor(s), AEI Fund Management XXI,  Inc.,  and
Robert  P.  Johnson,  as  the  general  partners  of  Lessor,  as
additional insured and loss payee, as their respective  interests
(as landlord and lessee, respectively) may appear, and Lessee  as
insured.  The policies shall provide that the policies cannot  be
canceled,  terminated, changed, or modified without  thirty  (30)
days  written  notice  to  the  insured  and  additional  insured
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  certificates  of
insurance 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.  Lessee agrees that it will not settle
any  property  insurance  claims affecting  the  Leased  Premises
(exclusive  of any claims by Lessee for damages to Personalty  or
Lessee=s  loss or interruption of business) in excess of  $50,000
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  Leased  Premises.   Any  insurance  proceeds  for   the
Personalty  or Trade Fixtures of Lessee or its equipment  lessors
or  lenders  shall  be  paid  to the  Lessee  and  shall  not  be
considered   part   of  the  insurance  for  the   building   and
improvements to the Leased Premises.

      (F)   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, except  if  such  fire  or  other
casualty shall be brought about by the intentional misconduct  or
gross 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.

      (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 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  and
prior to the expiration of the term hereof, or any Renewal Term.

     (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  or
upon  the  Rents  payable  hereunder.  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.  In no event shall Lessee  be
liable  for  any  payment required of Lessor  to  qualify  to  do
business in the state where the Leased Premises are situate.

       (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.   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  the  first
payment or any installment thereof is due (presumed to be paid in
arrears for purposes of such proration).

      (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
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, Lessee shall be entitled to  receive  and
retain  the same, 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.

     (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
imposed  on  Rent by the then current sales tax  law,  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  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.   Lessee
shall  be  entitled upon written request to copies of  sales  tax
returns of Lessor showing such tax was paid.

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

      (A)  Lessee, without the consent of Lessor, but after prior
written notice to Lessor, and at any time during the term of this
Lease,  or any renewal or extension hereof, shall have the  right
to  assign this Lease, or its rights hereunder, and/or to  sublet
all  or  any part of the Leased Premises to RTM, Inc, or any  RTM
subsidiary or affiliate or any other licensed and approved Arby's
or  Arby's\Mrs. Winner's (dual concept) operator, or Lee=s Famous
Recipe  operator.  Lessee and Guarantor(s), if any,  will  remain
liable  for  Rent,  performance  of  the  terms,  covenants,  and
conditions  of  Lessee hereunder, and shall sign  a  consent  and
estoppel  evidencing  their  continued  liability  in  form   and
substance  satisfactory to Lessor, concurrent with the  effective
date  of any such assignment or sublet.  Any other assignment  or
sublease to an entity other than those set forth in the preceding
sentence shall require the prior written consent of Lessor, which
consent  is conditioned upon Lessee and any guarantor  signing  a
consent and estoppel evidencing their continued liability in form
and   substance  satisfactory  to  Lessor,  concurrent  with  the
effective  date  of any such assignment or sublet,  and  Lessor's
approval,  which approval shall not be unreasonably  withheld  or
delayed.

     (B)  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  or
delayed, 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.

     (C)  For the purposes of this Article:

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

      2.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;

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

     4.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.

      (D)   Except  as set forth in subparagraph  (A)  above,  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.

      (E)   If  Lessee  shall fail to comply with  the  terms  of
subparagraph (A) or (B) above,  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.

      (F)   If  Lessor exercises any of its options under Article
7(E)  above,  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.

      (G)   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:
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  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 receipt of  five (5 ) days
prior  written  notice (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 receipt of written 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.  The term ATrade Fixtures"  shall  not
include  oven hoods, Walk-in coolers or freezers, or  the  Leased
Premises  exterior lighting, which shall be owned by  Lessor  and
leased  from Lessor by Lessee according to the terms hereof,  but
the   term   shall  otherwise  mean  all  other  Trade  Fixtures,
equipment,   supplies,  books,  records,  or  other   personalty,
including  but not limited to those items set forth on Exhibit  C
attached  hereto (hereinafter referred to as ATrade Fixtures@  or
APersonalty@)  placed on the Leased Premises by  Lessee.   Lessor
shall execute any instrument that any lien holder or party with a
security   interest  in  Lessee=s  Trade  Fixtures  may   request
acknowledging  that (a) the Lessee has a right  to  install  such
Personalty on the Leased Premises; (b) the lien holder or secured
party may maintain an interest in the Personalty superior to  any
interest  in  the  same by Lessor; and (c) such  lien  holder  or
secured  party shall have the right to remove any  and  all  such
Personalty   in  the  event  of  a  default  in  any   instrument
establishing such lien or security interest, subject to  10  days
advance  notice  to Lessor and making reasonable repairs  to  the
Leased  Premises  for  any injury caused to the  Leased  Premises
caused  by  the  removal of the Personalty, except diminution  in
value caused by the absence of the Personalty, nor shall the lien
holder  or secured party have to replace the Personalty.  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 or required for operation  of  the
Leased Premises in accordance with Article 14 hereof.

ARTICLE l0.  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 ll.  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
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.   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, however,  that  such  mortgagee
shall  execute an appropriate subordination, attornment and  non-
disturbance  agreement respecting Lessee's rights  to  possession
under this Lease if Lessee shall not be in default hereunder.

      (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.  Any such termination of this Lease shall
not  preclude or restrict Lessee=s rights to any claim  or  award
for  claims it may have as set forth in Article 12, paragraph (C)
below.  If any  part of the Leased Premises shall be so taken  as
to  render  the  remainder thereof materially  unusable  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 interfere with the business of Lessee, then
Lessee  shall,  at Lessor=s cost and expense (and  Lessor  hereby
covenants  to  make  condemnation proceeds  available  to  Lessee
consistent with the terms hereof), 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..
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 (expressly  excluding  any
Lessee's Award as hereinafter defined) 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
and or destruction of its business; damage to or loss of value or
cost   of   removal  of  inventory,  Trade  Fixtures,  furniture,
Personalty, and other personal property belonging to Lessee  (any
and all such award collectively referred to supra and hereinafter
as "Lessee's Award"); provided, however, that no such claim shall
diminish  or  otherwise adversely affect Lessor's  award  or  the
award of any fee mortgagee.  Lessor and Lessee agree to cooperate
to  maximize the amount of any such claim or award and  agree  to
minimize  the interference with the other party=s prosecution  of
its claims.

ARTICLE l3.  RIGHT TO INSPECT

      Lessor reserves the right to enter the Leased Premises on a
non  emergency  basis  and  to inspect  and  examine  the  Leased
Premises  after reasonable 48 hours written notice to  Lessee  at
any time during business hours. and Lessee agrees to allow Lessor
free  access  to the Leased Premises to show the Leased  Premises
upon  an uncured event of default by Lessee.  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  show  the  Leased
Premises  after reasonable 48 hours written notice to  Lessee  at
any  time  during non peak business hours, and Lessor  agrees  to
cause  minimal  disruption  to  Lessee=s  business  during   such
showings of the Leased Premises.

ARTICLE l4.  EXCLUSIVE USE

      (A)  After the Occupancy Date, Lessee expressly agrees  and
warrants that the Leased Premises will be used exclusively  as  a
restaurant  and  other ancillary uses.  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 conduct its  business  in  a
first class and reputable manner consistent with its operation of
other restaurants in the same market area.  If Lessee closes  the
Leased Premises and it remains closed for ninety days, Lessor may
terminate  this  Lease and release Lessee and  Guarantor  of  all
liability.  However, so long as the Lessor does not terminate the
Lease, Lessee must continue to pay rent and perform all covenants
under the Lease.

ARTICLE l5.  DESTRUCTION OF PREMISES

      (A)  If, during the term of this Lease, the Leased Premises
are totally or partially destroyed by fire or the elements, so as
to render the Leased Premises wholly unfit for occupancy, or make
it  impossible to conduct the business of Lessee thereon, and  if
in  the opinion of a third party arbitrator reasonably acceptable
to  Lessee  and  Lessor the Leased Premises  cannot  be  repaired
within  one  hundred  eighty  (l80) days from  the  date  of  the
damage, then Lessor or Lessee in the last two years of the  Lease
Term  shall have the right to terminate this Lease from the  date
of  such  damage or destruction by giving Lessee written  notice.
Lessor's option to so terminate shall not apply if Lessee, within
30 days after receipt of the notice of termination, exercises any
remaining  Option to Renew the Lease Term.  Upon  the  giving  of
such  termination notice by Lessor, if Lessee shall not so extend
the  term  hereof, Lessee shall immediately surrender the  Leased
Premises and all interest therein to Lessor, and in case  of  any
such  termination, Lessor may re-enter and repossess  the  Leased
Premises  and  may  dispossess all  parties  then  in  possession
thereof.   Otherwise,  the  Leased Premises  shall  be  repaired,
restored,  and  rebuilt by Lessee out of any  insurance  proceeds
received, within one hundred eighty (180) days from the  date  of
destruction.  The insurance proceeds designated for building  and
improvements or the items of personalty owned by the  Lessor  and
leased  to  Lessee  hereunder under shall be  used  to  reimburse
Lessee  for  the cost of rebuilding or restoration of the  Leased
Premises and replacement of such personalty leased to Lessee from
Lessor.  Insurance proceeds designated for the loss or damage  of
Lessee's  Personalty or Trade Fixtures shall not  belong  to  the
Lessor.   Rents payable by Lessee shall not be abated during  the
period  of repair and restoration.  Except as otherwise  provided
herein,  Lessee shall be required to repair, rebuild and  restore
the  Leased  Premises,  but Lessor shall  only  be  obligated  to
contribute  the  net proceeds of monies received  from  insurance
policy  or policies covering such loss or damages.  Lessee  shall
repair  the  Leased Premises with all reasonable  speed.  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.  Notwithstanding
anything  above to the contrary, except in the last year  of  the
Lease  Term  as aforesaid, whether in the event of a  partial  or
total  destruction  of  the Leased Premises,  Lessor  shall  make
insurance  proceeds  available to Lessee to  rebuild  the  Leased
Premises,   provided  Lessee  shall,  either   through   Business
Interruption Insurance or otherwise, continue to pay Rent  during
the  period  of  repair  and  restoration,  and  Lessee  and  any
guarantor  confirm in writing their continued liability  for  the
obligations of Lessee hereunder.

     (B)  If the damage does not render the Leased Premises unfit
for occupancy, then Lessor and Lessee agree that the damage shall
be  repaired  by Lessee as soon as practicable out  of  insurance
proceeds when received.  All Rents payable by Lessee shall not be
abated  during the period of restoration and repair.  All repairs
shall  be  paid  for  by  Lessor out of  any  insurance  proceeds
received,  but  if  the insurance proceeds  are  insufficient  to
rebuild  or repair the Leased Premises according to the  original
plans  and  specifications,  whether  repair  or  restoration  is
commenced  pursuant to Article 15(A) or (B) hereof,  then  Lessee
agrees to pay all additional amounts that are required to rebuild
the   building  in   accordance  with  the  original  plans   and
specifications.    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.  All improvements or  betterments
placed  by Lessee on the demised Leased Premises shall,  however,
in  any  event, be repaired  and replaced by Lessee  at  its  own
expense  and not at the  expense of Lessor.  The purpose of  this
Article is to require Lessee to carry insurance coverage  on  the
Leased  Premises  sufficient to rebuild the improvements  in  the
event  of  damage  or  destruction.  Lessor  shall  be  under  no
obligation to make insurance proceeds available during  the  last
year  of  the  Lease  Term, and this Lease shall  terminate  upon
notice   of  Lessor=s  intent  to  not  make  insurance  proceeds
available,  unless  Lessee shall, within 30  days  of  notice  of
Lessor's intent not to make insurance proceeds available  in  the
last  year  of the Lease Term, exercise any remaining  Option  to
Renew the Lease Term.

ARTICLE l6.  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 and which failure continues for a period of five business
days  after  Lessee has received written notice of said  failure.
Interest and late charges for failure to pay Rent when due  shall
accrue  from the date after the expiration of the five  day  cure
period.

     2.Failure to do, observe, keep and perform any of the terms,
covenants, conditions, agreements and provisions in this Lease to
be done, observed, kept and performed by Lessee and which failure
continues  for  a  period of thirty (30) days  after  Lessee  has
received  said notice of failure, or if such default is incapable
of  cure within 30 days (except for the payment of monies,  which
shall  not excuse failure to cure within the 30 day period),  and
Lessee  is  diligently  pursuing a course of  conduct  reasonably
designed  to cure the default, then Lessee shall have up  to  120
days after receipt of said notice to cure said default.

      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 l7.  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 upon a specified date
not  less  than thirty (30) days after the date of  serving  such
notice of termination, and 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.  Lessor
shall  undertake reasonable efforts to mitigate Lessee's damages,
but the parties agree that Lessor shall be under no obligation to
expend its own funds for refurbishing or remodeling in connection
with any attempts to relet the Leased Premises.

ARTICLE l8.  LESSOR'S RIGHT OF RE-ENTRY

      In  the  event  that  this Lease  shall  be  terminated  as
hereinbefore  provided, or if possession of the  Leased  Premises
shall  be obtained by Lessor 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 l9.  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 (including but not
limited to the statutory 10 day notice of termination for  breach
under  Alabama Code Section 35-9-6, or its successor statute,  if
any,  if  such remedies are sought by Lessor), it may either  (i)
terminate this Lease or (ii) it may from time to time (but  shall
be  under  not  obligation  to do so),  without  terminating  the
contractual  obligation of Lessee to pay Rent under  this  Lease,
terminate  Lessee's rights to possession, 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.


      (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 continuing contractual obligation to pay rent under this
Lease  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)   If  Lessee,  after the expiration of  any  applicable
notice and cure period, is in default under a monetary obligation
under  this Lease, then and only then may Lessor, in addition  to
any  other remedies Lessor may have with this Article 19, 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 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) 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, and  air  conditioning
systems shall be the property of Lessor.  All Trade Fixtures  and
Personalty  (as  defined in Article 8(B) above) owned  by  Lessee
shall remain the property of Lessee, including but not limited to
those items set forth on Exhibit C attached hereto.

       (B)   Lessee  shall  furnish  and  pay  for  any  and  all
Personalty, except for such items, if any, described  in  Article
8(B) above, as owned by Lessor.  Lessor acknowledges that it does
not  have  a  lien  on all Lessee's equipment,  furniture,  Trade
Fixtures,  furnishings,  and agrees to  sign  an  equipment  lien
waiver  subject  to  the  rights of  any  bona-fide  third  party
security  interest  in  such property  in  a  form  substantially
similar   to  Exhibit  D  attached  hereto  or  its  commercially
reasonable  equivalent.   Provided  Lessee  is  not  in   default
hereunder, Lessor will agree that its interest, if any,   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) days prior thereto, 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 2l.  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 twenty (20) 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 twenty
(20) 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 after receipt of  written 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  one
hundred twenty (120) days after the end of Lessee's fiscal  year,
furnish to Lessor its financial statements including a profit and
loss  statement  and  a  store level operating  profit  and  loss
statement for the Leased Premises.  Lessee shall furnish  to  the
Lessor  throughout  the term of the Lease, including  any  option
periods,  its balance sheet upon the reasonable request of Lessor
but  in  no  event  not more than twice during  any  Lease  Year.
Lessee  shall within forty-five (45) days after the end  of  each
fiscal quarter and within one hundred twenty (120) days after the
end   of  Lessee=s  fiscal  year,  furnish  financial  statements
including  a balance sheet, profit and loss statement,  statement
of   changes  in  financial  conditions  and  all  other  related
schedules  of the Guarantor.  All financial statements  shall  be
prepared   in  accordance  with  generally  accepted   accounting
principles consistently applied from period to period.  Financial
statements  submitted by Lessee, on behalf of  Lessee,  shall  be
certified  to  be  true  and correct and complete  by  Lessee  or
Lessee=s Treasurer, or other appropriate officer, and if  audited
by   an   independent  certified  public  accountant.   Financial
statements  submitted by Lessee on behalf of Guarantor  shall  be
certified  to  be true and correct and complete by  Guarantor  or
guarantor's  Treasurer,  or  other appropriate  officer,  and  if
audited by an independent certified public accountant.

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 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  is not in uncured default under any of the  covenants
and  conditions in this Lease, then Lessee shall have the  option
to  renew  this  Lease  upon  the same conditions  and  covenants
contained in this Lease for Two (2) consecutive periods  of  Five
(5)  years  each  (singularly "Renewal Term").  Rent  during  the
Renewal  Term shall be as set forth in Article 4 hereof.   Lessee
must  give one hundred eighty (l80) 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  by
certified  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  nationally  recognized
overnight  mail.   Notice shall be deemed  received  upon  actual
signed receipt or rejection of the said notice.

      (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 in which the Leased Premises are located.

     (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 200% from 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, Lessor  shall  have  the
right  to  charge Lessee a late charge of $250.00 per  month  for
unpaid  Rent  for each month that any amount of Rent  installment
remains  unpaid.   Said  late charge  shall  commence  after  the
expiration of any applicable cure period and continue until  said
installment, interest and all accrued late charges  are  paid  in
full.

      (H)   Any  part of the Leased Premises may be  conveyed  by
Lessor  for private easement purposes at any time, provided  such
easement does not interfere with 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  a  private
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.

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 to the best of Lessee's knowledge, the Leased Premises
by  any  governmental  authority which  in  any  way  pertain  to
Hazardous Materials (iii) that to the best of Lessee's knowledge,
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 breach of these representations and warranties, and

      (b)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

     (c)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 on the Leased Premises,  if  such  liability
shall  arise during Lessee's occupancy of the Leased Premises  or
as  a  result of a release of Hazardous Materials on  the  Leased
Premises during Lessee's occupancy of the Leased Premises. Lessor
agrees  to  assign  to  Lessor and to subrogate  Lessor=s  claims
against  any and all third parties for damages, costs,  expenses,
or  liability incurred by Lessor for which Lessee is required  to
indemnify Lessor.  Lessee=s liability hereunder shall expire five
years after the termination of this Lease.

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 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  written  request  of  Lessor,  after  two  or   more
occurrences  during  any  Lease Year,  of  a  monetary  or  other
material event of default, cured or uncured, 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 ("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  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 to a bona  fide  third
party  purchaser.   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
to  a  bona fide third party purchaser.  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  Arby=s,
Homewood,  Alabama,  pursuant  to  the  Right  of  First  Refusal
contained  in  that  certain  Net  Lease  Agreement  between   us
pertaining to said Leased 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 Leased 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 herein  above
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  to  bona  fide  third  party
purchasers 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.

Nothing herein shall give Lessee the right of first refusal  over
transfers between affiliates of Lessor at Lessor=s cost.

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:                  RTM ALABAMA, INC.
                         By: /s/ D T Collins
                         Its:Vice President

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

STATE OF GEORGIA}
                    }
COUNTY OF DEKALB}

      I,  the  undersigned authority, a Notary Public in and  for
said  County in said State, hereby certify that Daniel T  Collins
and  Robert  S Stallings, whose name as V.P. and V.P. Asst  Secy,
respectively,  of RTM ALABAMA, Inc., are signed to the  foregoing
instrument,  and who are known to me, acknowledged before  me  on
this  day that being informed of the contents of said instrument,
they  as such officers and with full authority executed the  same
voluntarily  for  and  as the V.P. and V.P.  Asst  Secy  of  said
corporation.

      Given  under  my  hand and official seal  this  18  day  of
November, 1998.


                          Notary  Public /s/ Jacqueline M Stubbs

                          My Commission expires:02-10-02

                          [notary seal]


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

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

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

STATE OF MINNESOTA}
                         }
COUNTY OF RAMSEY}

      I,  the  undersigned authority, a Notary Public in and  for
said County in said State, hereby certify that Robert P. Johnson,
whose  name  as  President of AEI Fund Management XXI,  Inc.,  as
corporate  general  partner  of AEI Income  &  Growth  Fund  XXII
Limited  Partnership is signed to the foregoing  instrument,  and
who is known to me, acknowledged before me on this day that being
informed  of the contents of said instrument, he as such  officer
and with full authority executed the same voluntarily for and  as
the  President of AEI Fund Management XXI, Inc., for and  as  the
corporate  general  partner  of AEI Income  &  Growth  Fund  XXII
Limited Partnership.

      Given  under  my hand and official seal this  20th  day  of
November, 1998.


               Notary Public   /s/ Barbara J Kochevar

                              My Commission expires:1/31/2000

[notary seal]


                              


                         EXHIBIT A

               Description of Leased Premises



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