NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of  the
25th day of November, 1998, by and among AEI Income & Growth
Fund   XXII   Limited   Partnership,  a  Minnesota   limited
partnership  whose  corporate general partner  is  AEI  Fund
Management XXI, Inc., a Minnesota corporation ("Fund XXII"),
whose  principal  business address is 1300  Minnesota  World
Trade  Center,  30 East Seventh Street, St. Paul,  Minnesota
55101 (hereinafter referred to as "Lessor"), and Tumbleweed,
LLC.,  a  Kentucky  limited liability  company  (hereinafter
referred  to as "Lessee"), whose principal business  address
is 1900 Mellwood Avenue, Louisville, Kentucky;

                          WITNESSETH:

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

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

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

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.     TERM

      (A)   The term of this Lease ("Term") shall be Fifteen
(15)  consecutive  "Lease  Years", as  hereinafter  defined,
commencing  on November 25th, 1998 ("Occupancy Date"),  plus
the  period between the date hereof and the end of the month
in   which  the  First  Amendment  hereto  is  executed   as
contemplated  under  the  Development  Financing   Agreement
described in Article 34 hereof .

      (B)  The first "Lease Year" of the Term shall be for a
period  of twelve (l2) consecutive calendar months from  the
Occupancy Date, plus the period between the date hereof  and
the end of the month in which the First Amendment hereto  is
executed  as  contemplated under the  Development  Financing
Agreement described in Article 34 hereof .  Each Lease  Year
after the first Lease Year shall be a successive  period  of
twelve (l2) calendar months.

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

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

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

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

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

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

ARTICLE 4.  RENT PAYMENTS

      (A)   Annual  Rent Payable for the part of  the  first
Lease Year until execution of the First Amendment hereto  or
adjusted  as  contemplated under the  Development  Financing
Agreement:  Lessee shall pay to Lessor an annual  Base  Rent
of  $39,950, which amount shall be payable in advance on the
first  day  of  each month in equal monthly installments  of
$3,329.17  to  Lessor Fund XXII.  If the first  day  of  the
Lease  Term  is not the first day of a calendar month,  then
the  monthly Rent payable for that partial month shall be  a
prorated  portion of the equal monthly installment  of  Base
Rent.

                (B)   Annual Rent Payable beginning  in  the
          second and each Lease Year thereafter:

                          1.    In the second and each Lease
               Year thereafter, the annual Base Rent due and
               payable shall increase by an amount equal  to
               the  lesser  of: a) Two Percent (2%)  of  the
               Base  Rent payable for the immediately  prior
               Lease  Year, or b) A percentage equal to  two
               times the "CPI-U Percentage Increase" of  the
               Base Rent payable for the prior Lease Year.

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

                               The  term  "CPI-U  Percentage
               Increase" shall mean the percentage  increase
               in  the CPI-U determined by reference to  the
               increase, if any, in the latest monthly CPI-U
               issued  prior to the first day of  the  Lease
               Year  for which Base Rent is being increased,
               over  the CPI-U issued for the same month  in
               the  year prior (e.g., the January CPI-U  for
               the  year 2000 over the January CPI-U for the
               year 1999.)  Said month's CPI-U shall be used
               even  though that CPI-U will not be  for  the
               month  in  which the renewal term  commences.
               In   no  event  shall  the  CPI-U  Percentage
               Increase be less than zero.

     (C)  Overdue Payments.

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




ARTICLE 5. INSURANCE AND INDEMNITY

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

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

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

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

      (E)   Lessee shall defend, indemnify, and hold  Lessor
harmless  against any and all claims, damages, and  lawsuits
arising  after  the  Occupancy Date of this  Lease  and  any
orders,  decrees or judgments which may be entered  therein,
brought  for damages or alleged damages resulting  from  any
injury  to person or property or from loss of life sustained
in  or  about  the Leased Premises, unless  such  damage  or
injury results from the intentional misconduct or the  gross
negligence  of  Lessor  and Lessee  agrees  to  save  Lessor
harmless  from, and indemnify Lessor against,  any  and  all
injury,  loss, or damage, of whatever nature, to any  person
or  property caused by, or resulting from any act, omission,
or  negligence of Lessee or any employee or agent of  Lessee
acting   in  such  capacity.   In  addition,  Lessee  hereby
releases Lessor from any and all liability for any  loss  or
damage  caused  by  fire  or any of  the  extended  coverage
casualties,  unless  such fire or other  casualty  shall  be
brought  about  by  the  intentional  misconduct  or   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.

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

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

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

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

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

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

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

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

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

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

                          1.    assign or otherwise transfer
               this  Lease,  or any part of Lessee's  right,
               title  or  interest therein,  except  in  the
               event the Lease is assigned by Tumbleweed  to
               its  successor entity in the event of  either
               an  Initial Public Offering or Direct  Public
               Offering  of  Lessee or to any  other  entity
               controlled  by or under common  control  with
               Lessee or such successor of Lessee; or

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

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

     (B)  For the purposes of this Article:

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

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

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

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

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

     (C)  Except as permitted under Section (A)(1) 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.  If Lessee shall fail  to  do  so,
and shall have surrendered possession of the Leased Premises
in  violation  of  its duty of prior notice  and  failed  to
obtain   Lessor's  prior  consent  (if  and  where  required
herein),  and,  if  in  such  event,  Lessor  in  its   sole
discretion (except as otherwise specifically limited herein)
shall  not  consent  to a proposed sublease  or  assignment,
Lessor  shall  then  have all of the  following  rights  (in
addition  to  any  rights Lessor may possess  occasioned  by
Lessee's  default  hereunder),  any  of  which  Lessor   may
exercise  by  written notice to Lessee given  within  thirty
(30)   days   after   Lessor  receives  the   aforementioned
documents:

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

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

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

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

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

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

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

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


ARTICLE 8.  REPAIRS AND MAINTENANCE

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

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


ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

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

ARTICLE 10.  SIGNS

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

ARTICLE 11.  SUBORDINATION

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

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

ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

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

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

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

ARTICLE 13.  RIGHT TO INSPECT

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



ARTICLE 14.  EXCLUSIVE USE

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

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

ARTICLE 15.  DESTRUCTION OF PREMISES

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

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

      Any  insurance proceeds remaining with Escrowee  after
the completion of the repair or restoration shall be paid to
Lessor  to  reduce the sum of monies expended by  Lessor  to
acquire  its  interest  in  the  Leased  Premises  and  rent
hereunder shall be reduced by 10.25% of such amount.

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

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

ARTICLE 16.  ACTS OF DEFAULT

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

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

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

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

ARTICLE 17.  TERMINATION FOR DEFAULT

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

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

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

ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

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

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

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

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

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

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

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

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

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

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

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

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

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

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

ARTICLE 21.  LIENS

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

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

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

ARTICLE 23.  QUIET ENJOYMENT

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

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

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

ARTICLE 25.  ESTOPPEL CERTIFICATES

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

ARTICLE 26.  FINANCIAL STATEMENTS

      During  the  term of this Lease, Lessee  will,  within
ninety  (90)  days  after the end of Lessee's  fiscal  year,
furnish  Lessor with Lessee's financial statements  (in  SEC
Form  10-K, if  available).  The financial statements  shall
be  audited,  at  the  Lessee's  expense,  by  a  nationally
recognized  independent  certified  public  accounting  firm
reasonably  acceptable to Lessor and shall  be  prepared  in
conformity  with  generally accepted  accounting  principles
(GAAP).   Lessee  shall also provide Lessor  with  financial
statements for the Leased Premises within 90 days after  the
end  of  each Lease 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 (in SEC  Form  10-Q  if
available)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  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
obligations  of  Lessee  under this Lease  or  substantially
modify any of the business elements of this Lease.

ARTICLE 28.  OPTION TO RENEW

      If this Lease is not previously canceled or terminated
and if Lessee has materially complied with and performed all
of   the  covenants  and  conditions  in  this  Lease  after
applicable  cure  periods and is not currently  in  default,
then  Lessee shall have the option to renew this Lease  upon
the  same  conditions and covenants contained in this  Lease
for  Two   (2)  consecutive periods of Five (5)  years  each
(singularly  "Renewal Term").  Rent during the Renewal  Term
shall  increase each Lease Year by the lesser of Two Percent
(2%)  of  the Rent payable for the preceding Lease Year,  or
the  CPI-U  Percentage  Increase, as defined  in  Article  4
hereof.

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




ARTICLE 29.  MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

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

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

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

ARTICLE 30.  REMEDIES

      NON-EXCLUSIVITY.   Notwithstanding anything  contained
herein it is the  intent of the parties that the rights  and
remedies contained  herein shall not be exclusive but rather
shall  be  cumulative  along with  all  of  the  rights  and
remedies  of  the parties  which they may  have  at  law  or
equity.  In the event of a breach by Lessor, Lessee shall be
entitled   to  all  remedies  at  law  or  equity,   to   be
cumulatively enforced.

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

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

       (a)    any   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 discovered on the Leased Premises during
          the  term  hereof  or placed or  released  on  the
          Leased Premises by Lessee;

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

ARTICLE 32.  ESCROWS

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

ARTICLE 33.  NET LEASE

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

ARTICLE 34.  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 35.  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: Tumbleweed, LLC.

                                   By: /s/ James Mulrooney
                                   Its: Exec VP & CFO

                                   By:
                                   Its:

STATE OF KENTUCKY)
                         )SS.
COUNTY OF JEFFERSON)

      The  foregoing instrument was acknowledged  before  me
this 23rd day of November, 1998, by James Mulrooney and N/A,
as Exec VP & CFO and N/A , respectively, of Tumbleweed, LLC.
on behalf of said limited liability company.


                              /s/ Donna Sanders
                              Notary Public





                                   LESSOR:
                                   AEI INCOME & GROWTH FUND XXII
                                   LIMITED PARTNERSHIP

                                   By:  AEI Fund Management XXI, Inc.

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





STATE OF MINNESOTA  )
                                   )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the
25th  day  of  November,  1998, by Robert  P.  Johnson,  the
President  of  AEI  Fund Management XXI, Inc.,  a  Minnesota
corporation,  corporate  general partner  of  AEI  Income  &
Growth  Fund  XXII Limited Partnership, on  behalf  of  said
limited partnership.

                              /s/ Barbara J Kochevar
                              Notary Public


[notary seal]





              EXHIBIT A LEGAL DESCRIPTION


A tract of land located in the Southeast Quarter of Section 15,
Township 31 North, Range 12 East, in Allen County, the State
of Indiana, more fully described as follows:

COMMENCING at an iron pipe situated in the Northeast corner of
Lot  Number 86 in Ludwig Park Addition as recorded in  Allen
County  Plat  Book 23, page 49; thence South 02  degrees  05
minutes  14  seconds  East (assumed basis  of  bearings),  a
distance  of  187.33 feet along the East line  of  said  Lot
Number  86  to  a  rebar  stake with  cap  (Tazian)  in  the
Southeast corner thereof; thence North 88 degrees 54 minutes
40  seconds  East, a distance of 4.44 feet along  the  South
line  of  said  Ludwig Park to rebar stake in the  Northwest
corner  of Lot Number 14 in Rodenbecks' 5th Addition; thence
South  01 degrees 43 minutes 38 seconds East, a distance  of
306.89 feet along the West line of said Rodenbeck's Addition
to  a rebar stake with cap (D.A. Brown RLS #S0337), the True
Point  of  Beginning; thence south 01 degrees 43 minutes  38
seconds East, a distance of 218.58 feet along said West line
to  a  rebar stake with cap (D.A. Brown RLS #S0337);  thence
South  80 degrees 54 minutes 08 seconds West, a distance  of
269.90  feet  to  a  rebar stake with cap  (D.A.  Brown  RLS
#S0337); thence North 09 degrees 05 minutes 52 seconds  West
a  distance of 216.78 feet along the East right-of-way  line
of  State Road #3 to a rebar stake with cap (D.A. Brown  RLS
#S0337); thence North 80 degrees 54 minutes 08 seconds East,
a  distance  of 297.94 feet to the Point of Beginning;  said
tract containing 1.41 acres, more or less.

                         END OF EXHIBIT A