SALE AND PURCHASE AGREEMENT
                               AND
                       ESCROW INSTRUCTIONS

                DATE OF AGREEMENT:  June 2, 1999



SELLER:             MARIE CALLENDER PIE SHOPS, INC.

                    a California corporation
Address:            1100 Town & Country Road,  Suite 1300
                    Orange, California  92868

                    Telephone:  (714) 542-3355


PURCHASER:          AEI FUND MANAGEMENT, INC. OR ASSIGNS

Address:            1300 MN World Trade Center
                    30 East Seventh Street
                    St. Paul, MN  55101
                    Attention: Robert P. Johnson, Pres.

Telephone:          Telephone:  (651) 227-7333



ESCROW AGENT:       Commonwealth Land Title Insurance Company
                    200 West Santa Ana Boulevard, Suite 100
                    Santa Ana, California  92701
                    Atten: Debi Calmelat

                    Telephone:     714.835-8511
                    Facsimile:     714.835-4201



OPENING DATE:               June 15, 1999
                    (To Be Inserted By Escrow Agent)


RECITALS


A.   Seller is the owner of those certain real properties,
individually or collectively, listed below and legally described
on Exhibits "A-1, A-2 and A-3" ("Properties"), together with all
improvements thereon, and all the rights, easements, and
appurtenances pertaining thereto, including, without limitation,
any right, title and interest of Seller in and to adjacent
streets, alleys or rights of way:



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STORE NAME & NUMBER   LOCATION                 PURCHASE PRICE


1.   Gresham  #247    Farris Road              $1,620,000
                      Gresham, OR


2.   Henderson  #245  Warm Springs Road           $1,720,000
                      Henderson, NV


3.   Amarillo  #261   4111 Wolfin Avenue          $1,620,000.
                      Amarillo, TX


B.    Seller  desires  to sell the Properties to  Purchaser,  and
Purchaser  desires to purchase the Properties from  Seller,  upon
the terms and conditions set forth herein.

C.    It is the intent of the parties that, contemporaneous  with
the Closing, as defined in this Agreement, Seller shall lease the
Properties  from  the  Purchaser  pursuant  to  the   terms   and
conditions stated in the form lease agreement attached hereto  as
Exhibit "B" ("Lease").  A separate Lease will be signed for  each
Property  purchased, subject only to those modifications  of  the
attached  form which are necessary for each Lease to comply  with
local laws and regulations.

AGREEMENT

      NOW,  THEREFORE,  for good and valuable consideration,  the
receipt  and  sufficiency of which are hereby  acknowledged,  the
parties agree as follows:

1.   Purchase and Sale; Purchase Price; Terms of Payment.

     1.1  Purchase and Sale.

Seller  agrees  to  sell  and Purchaser agrees  to  purchase  the
Properties  on  the  terms  and  conditions  set  forth  in  this
Agreement and further agree that Purchaser may purchase all, some
or none of the Properties.

     1.2  Purchase Price.

The  purchase  price  which Purchaser  agrees  to  pay  for  each
Property is the amount set forth in Recital A, under the  heading
"Purchase Price" beside the Name, Location and Year Built for the
respective Property ("Purchase Price(s)").

     1.3  Terms of Payment.

The Purchase Price shall be payable as follows:

          1.3.1     Earnest Money Deposit.

Upon  execution of this Agreement by both parties and receipt  by
Purchaser  of  a  copy  hereof  signed  by  Seller,  $10,000   in
immediately available funds shall be deposited for each  Property
(a  total  of  $30,000) with Escrow Agent  as  an  earnest  money
deposit  ("Earnest Money Deposit"). Upon receipt of  the  Earnest
Money Deposit, Escrow Agent shall immediately deposit same in a


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federally  insured  account and open an escrow  account  for  the
transactions contemplated hereby. Any interest earned on escrowed
funds shall remain the property of, and be paid to, Purchaser.

          1.3.2     Closing Payment.

An  amount equal to the difference between the Purchase Price and
the  Earnest  Money  Deposit  shall  be  paid  by  Purchaser   in
immediately available funds at Closing ("Closing Payment").

     1.4  Rent.

The  annual  rental  shall be an amount  equal  to  9.5%  of  the
Purchase  Price  (minus $20,000) for each  Property,  payable  in
equal  monthly  installments.  The annual rent for each  Property
shall  increase by five percent (5%) beginning in the  sixth  and
eleventh lease years.

2.   Closing.

The  closing of this transaction ("Closing") shall occur, at  the
offices  of  Escrow  Agent  located at  Commonwealth  Land  Title
Insurance  Company  ("Title Company"), attention  Debi  Calmelat,
unless another location is mutually agreed to by the parties,  on
the  date  twenty (20) business days following the expiration  of
the  Properties Review Period ("Closing Date"). Either party  may
participate in the Closing by mail.

3.   Deeds.

At  the  Closing, Seller shall convey title to the Properties  to
Purchaser by form of Warranty Deed or Specialty Warranty Deed  by
which  Seller acquired title to the respective Property ("Deed"),
subject  only to those specific matters approved by Purchaser  as
herein provided.

4.   Title and Title Insurance.

     4.1  Title Report.

Within  seven  (7)  business days from the Opening  Date,  Escrow
Agent shall deliver a current commitment for title insurance or a
preliminary  title report ("Title Report") on each Property  from
Commonwealth  Land Title Insurance Company ("Title  Insurer")  to
both Purchaser and Seller.  Each such Title Report shall show the
status  of  title to each Property as of the date  of  the  Title
Report  and  shall  be  accompanied  by  legible  copies  of  all
documents referred to in the Title Report.

     4.2  Title Review Period.

Purchaser  shall have a period of time beginning upon Purchaser's
receipt  of  the  each Title Report and copies of  all  documents
referred  to  therein and ending at 5:00 p.m.,  Central  Standard
time,  fifteen  (15)  business  days  thereafter  ("Title  Review
Period"),  to  review each Title Report and to  give  Seller  and
Escrow   Agent   notice  of  any  title  exceptions   which   are
unacceptable  to  Purchaser. If Purchaser  fails  to  deliver  to
Seller notice of objections to any Title Report within such time,
such  Title Report shall be deemed approved.  If Purchaser  gives
notice  of dissatisfaction as to any exception to title as  shown
in  a  Title  Report, or any amendment thereto, Seller  may,  but
shall  not  be obligated to, attempt to eliminate the disapproved
exception  from such Title Report or any amendment thereto  prior
to the Closing Date. If Seller does not eliminate the disapproved
exception  prior  to  the  Closing  Date,  Purchaser's  sole  and
exclusive remedies shall be to either reject the Property covered
by the Title Report to which Seller objected by giving Seller and
Escrow Agent written notice thereof, or to close such transaction
subject to such previously disapproved exception. Notwithstanding
the foregoing, if Seller notifies Purchaser in writing of



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its  election not to eliminate a disapproved exception to  title,
Purchaser  shall  have until the earlier of the Closing  Date  or
five  (5) business days after receiving Seller's notice of making
its  election in writing as described above to either reject  the
affected  Property  or proceed to Closing. With  respect  to  any
amendments  or updates to the Title Report or previous amendments
or  updates thereto, the same provisions and procedures described
above shall apply with respect to Purchaser's review and approval
of,  and  Seller's  option to eliminate, disapproved  exceptions,
except that Purchaser shall have five (5) business days after its
receipt  of  the  amendment  or update  to  give  its  notice  of
dissatisfaction to any new title exception.

      As  to any Property so rejected by Purchaser, Escrow  Agent
shall,  without further instruction from either party, return  to
Purchaser  the  portion  of the Earnest Money  Deposit   and  any
interest earned thereon allocable to such Property ($10,000)  and
as to such Property the Escrow shall terminate.

     4.3  Owner's Title Policy.

As  to  each of the Properties not rejected by Purchaser pursuant
to  Section  4.2,  Seller  shall cause Escrow  Agent  to  provide
Purchaser  with  a  standard coverage  owner's  policy  of  title
insurance  ("Owner's Title Policy") at the  Closing  or  as  soon
thereafter  as is reasonably possible. The Owner's  Title  Policy
shall  be issued by the Title Insurer in the full amount  of  the
Purchase Price, for such Property be effective as of the  Closing
Date,  and shall insure Purchaser that fee simple title  to  such
Property  is vested in Purchaser, subject only to: (i) the  usual
printed  exceptions  and  exclusions  contained  in  such   title
insurance  policies;  (ii) the exceptions to  title  approved  or
deemed  approved by Purchaser as provided for in Section  4.2  of
this Agreement; and (iii) any other matter approved in writing by
Purchaser  or resulting from the acts of Purchaser or Purchaser's
agents. The cost of any endorsement to each Owner's Title  Policy
shall be paid in full by Purchaser.

5.   Feasibility Condition.

     5.1  Properties Review Period.

During  the  period of time beginning after the Opening  Date  of
Escrow  and after Seller has met its obligations with respect  to
document delivery as defined in Section 5.4 hereof and ending  at
5:00   PM  Central  Standard  time  thirty  (30)  business   days
thereafter ("Properties Review Period"), Purchaser shall have the
right  to  enter upon the Properties, (if accompanied by Seller's
representative  or  agent)  for the purpose  of  examination  and
investigation  of  the  Properties.   Subject  to   Section   5.5
Purchaser,  its representatives and agents shall have  the  right
during  this Properties Review Period to conduct all testing  and
examinations it deems necessary to determine the desirability  of
purchasing the Properties. Purchaser shall have the right  during
the  Properties  Review  Period to  cancel  this  Agreement  with
respect  to all or any Properties if it is dissatisfied,  in  its
sole and absolute discretion, with the results of its examination
of  the  Properties or any documentation related thereto, or  for
any  other  reason. After performing any tests  or  examinations,
Purchaser  shall  promptly  return  the  Property  to  the   same
condition it was in prior to the testing or examination.

     5.2  When Earnest Money Becomes Non-refundable.

On  or  before  the expiration of the Properties  Review  Period,
Purchaser shall give written notice to Seller and Escrow Agent of
its election, as to each Property to either cancel this Agreement
or  to  proceed  to  close the transaction  upon  the  terms  and
conditions herein. If this Agreement is canceled with respect  to
one  or  more of the Properties, but not all of them,  then  upon
written  notice  by  Purchaser to the Escrow  Agent,  a  pro-rata
portion  of  the Earnest Money Deposit, along with  any  interest
earned  or  accrued  thereon, shall be immediately  paid  by  the
Escrow Agent to


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the  Purchaser  and this Agreement and the Escrow  Account  shall
remain  in  effect for the balance of the remaining  Property  or
Properties.  Upon expiration of the Properties Review  Period  if
Purchaser elects to proceed to close this transaction, as to  any
Property  or  all of then the applicable portion of  the  Earnest
Money  Deposit  allocable to such Property  or  Properties  shall
become  nonrefundable  to Purchaser, except  if  Seller  defaults
under  this  Agreement, subject, however, to  the  provisions  of
Article 4.2 of this Agreement.

     5.3  Indemnification.

All  entries  on, and inspections or studies of,  the  Properties
shall  be  at  the  expense  of  Purchaser  and  Purchaser  shall
indemnify and hold Seller harmless from and against any  and  all
liens,   claims,  demands,  injuries,  damages,  losses,   costs,
expenses  (including all reasonable attorney fees), or  liability
incurred  by  or  asserted  against the  Seller  or  any  of  the
Properties  as  a result of any of those entries, inspections  or
studies,  which  Purchaser's indemnification  shall  survive  the
Closing or any termination of this Agreement.

     5.4  Transfer of Documentation.

Within  ten (10) business days after the Opening Date of  Escrow,
Seller  shall  provide Purchaser with (and  shall  transfer  upon
Closing  as part of the purchase herein contemplated)  copies  of
any  and  all final existing building plans, preliminary  or  as-
built  surveys, Phase I environmental and engineering  and  soils
reports,  and similar non-privileged documents in the  possession
of  Seller  (as  specified in the Letter of  Intent  between  the
parties  dated March 30, 1999) and which relate to the Properties
(collectively, the "Properties Documents"). The date  upon  which
all  of the Property's Documents have been delivered to Purchaser
shall be referred to as the "Properties Documents Delivery Date".
In any event, Purchaser shall have not less than 20 business days
after  the  Properties Documents Delivery  Date  to  inspect  and
approve or reject such documents.

If  after  the Properties Documents Delivery Date Seller supplies
(and  if  the  same shall come to the attention  of  Seller,  the
Seller shall so supply) any amendments, updates or corrections to
the Properties Documents, Purchaser shall have an additional five
(5)  business  days  after the expiration of  the  20-day  review
period,  or  after  the delivery of such amendments,  updates  or
corrections  supplied by Seller, to review and approve  any  such
amendments, updates or corrections.

     5.5  Noninterference with Business.

The Properties are presently occupied by Seller.  Notwithstanding
anything  to the contrary, Purchaser may not conduct any  of  its
tests  or  examinations during normal business hours except  with
the prior permission of Seller.  Purchaser shall conduct all such
tests  and  examinations  so as not to  interfere  with  Seller's
business,  parking  or the access of Seller's  customers  to  the
restaurant on the respective Property.  No chemicals or hazardous
substances shall be used in any testing or examination. No  tools
or  materials shall be left or stored in or around the Properties
during   the  Properties  Review  Period.  Purchaser  agrees   to
indemnify  Seller  and  hold  Seller  harmless  from  the   cost,
liability, expense or injury to person or property arising out of
any violation of this Paragraph 5.5 including but not limited  to
attorney fees.

     5.6  Financing Conditions and Obligations.

There  shall  be  no  financing contingency connected  with  this
Agreement.


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6.   Escrow.

     6.1  Establishment of Escrow.

An  escrow for this transaction shall be established with  Escrow
Agent  and  Escrow  Agent is hereby employed by  the  parties  to
handle   the  escrow.  This  Agreement  shall  constitute  escrow
instructions  and  an original or fully executed  copy  shall  be
deposited with Escrow Agent for this purpose. Should Escrow Agent
require  the  execution  of  its  standard  form  printed  escrow
instructions,  Purchaser and Seller agree to  execute  the  same;
however, such instructions shall be construed as applying only to
Escrow Agent's employment, and if there are conflicts between the
terms  of  this  Agreement and the terms of  the  printed  escrow
instructions, the terms of this Agreement shall control.

     6.2  Cancellation of Escrow.

If  the escrow fails to close because of Seller's default, Seller
shall be liable for all customary escrow cancellation charges. If
the  escrow  fails  to  close  because  of  Purchaser's  default,
Purchaser  shall be liable for all customary escrow  cancellation
charges.  If  the  escrow fails to close for  any  other  reason,
Seller  and Purchaser shall each be liable for one-half (1/2)  of
all customary escrow cancellation charges.

7.   Closing Costs.

     7.1  Seller's Closing Costs.

Seller  will  pay  the  premium for a  standard  title  insurance
policy,  one-half  (1/2)  of the Escrow  fee  and  closing  costs
customarily charged to Seller in the county where the  respective
Property is located.

     7.2  Buyer's Closing Costs.

Buyer shall pay one-half (1/2) of the Escrow fee, the premium for
any  title  insurance endorsements, the additional  cost  of  the
title  insurance  premium for extended owner's  policy  of  title
insurance,  and  the  costs of recording the Deeds.  At  Closing,
Seller will reimburse Purchaser for its due diligence expenses in
fixed  amounts  equal  to $20,000 plus one and  one-half  percent
(1.5%) of: [the Purchase Price of each Property less $20,000] for
each Property conveyed to Purchaser upon Closing.

     7.3  Other Costs.

      All  other closing costs for each Property shall  be  borne
equally by Seller and Purchaser.

     7.4  Prorations.

Real  estate  taxes, personal property taxes and assessments,  if
any,  shall  be prorated through escrow, as of the Closing  Date,
and  be  based upon the latest available information.  Any  other
closing costs shall be paid equally by Purchaser and Seller.

8.   Possession.

Possession of the Properties shall be delivered to Purchaser upon
Closing,  subject to the respective Leases executed  between  the
parties.



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9.   Brokerage.

Purchaser  and  Seller warrant and represent to each  other  that
neither  has dealt with any real estate broker or salesperson  in
connection  with this transaction. If any person shall  assert  a
claim  to  a  finder's fee, brokerage commission,  or  any  other
compensation  on account of alleged employment  as  a  finder  or
broker  or  performance  of services as a  finder  or  broker  in
connection with this transaction, the party under whom the finder
or  broker  is claiming shall indemnify and hold the other  party
harmless  from and against any such claim and all costs, expenses
and  liabilities incurred in connection with such  claim  or  any
action  or proceeding brought on such claim, including,  but  not
limited to, counsel and witness fees and court costs in defending
against  such claim. This indemnity shall survive the Closing  or
cancellation and termination of this Agreement and the escrow.

10.  Remedies.

     10.1 Seller's Remedies.

IN  THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION
HEREIN  CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY  REASON
OF  ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE THAT  IT
WOULD  BE  IMPRACTICAL AND EXTREMELY DIFFICULT  TO  ESTIMATE  THE
DAMAGES WHICH SELLER MAY SUFFER.  THEREFORE PURCHASER AND  SELLER
HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE DAMAGE THAT SELLER
WOULD  SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND  FAILS  TO
COMPLETE  THE  PURCHASE  OF THE PROPERTY  IS  AND  SHALL  BE,  AS
SELLER'S SOLE AND EXCLUSIVE REMEDY AN AMOUNT EQUAL TO PURCHASEROS
EARNEST  MONEY DEPOSIT (AN AMOUNT EQUAL TO $10,000 FOR EACH  SUCH
PROPERTY).   THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES  IS
NOT  INTENDED  AS  A  FORFEITURE OR PENALTY BUT  IS  INTENDED  TO
CONSTITUTE  LIQUIDATED  DAMAGES  TO  SELLER.   UPON  DEFAULT   BY
PURCHASER,  THIS AGREEMENT SHALL BE TERMINATED AND NEITHER  PARTY
SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER.

/s/ RPJ                                      /s/ SJ
Purchaser's Initials                     Seller's Initials


     10.2 Purchaser's Remedies.

IN  THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION
HEREIN  CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY  REASON
OF  ANY  DEFAULT OF SELLER, SELLER AND PURCHASER  AGREE  THAT  IT
WOULD  BE  IMPRACTICAL AND EXTREMELY DIFFICULT  TO  ESTIMATE  THE
DAMAGES  WHICH  PURCHASER  MAY  SUFFER.   THEREFORE  SELLER   AND
PURCHASER  DO  HEREBY AGREE THAT PURCHASER SHALL BE ENTITLED  TO,
AND  ESCROW  AGENT SHALL DELIVER TO PURCHASER, THE EARNEST  MONEY
DEPOSIT  AND  ANY  INTEREST  EARNED  THEREON,  AND  A  REASONABLE
ESTIMATE  OF THE DAMAGE THAT PURCHASER WOULD SUFFER IN THE  EVENT
THAT  SELLER DEFAULTS SHALL BE, FOR ANY PROPERTY WHICH  PURCHASER
HAS  NOT  REJECTED OR AS TO WHICH PURCHASER HAS NOT CANCELED  THE
ESCROW  PURSUANT TO SECTIONS 4.2 OR 5.2, AS PURCHASEROS SOLE  AND
EXCLUSIVE  REMEDY, THAT SELLER SHALL PAY TO PURCHASER  AN  AMOUNT
EQUAL TO $10,000 FOR EACH SUCH PROPERTY. THE



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PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A
FORFEITURE  OR  PENALTY BUT IS INTENDED TO CONSTITUTE  LIQUIDATED
DAMAGES  TO  PURCHASER.  UPON DEFAULT BY SELLER,  THIS  AGREEMENT
SHALL  BE  TERMINATED AND NEITHER PARTY SHALL  HAVE  ANY  FURTHER
RIGHTS OR OBLIGATIONS HEREUNDER.

/S/ RPJ                                 /s/ SJ
Purchaser's Initials                   Seller's Initials


11.  Opening Date.

The  "Opening Date" shall be the date on which the Earnest  Money
Deposit,  together  with  a fully executed  copy  or  counterpart
copies  of  the  Purchase Agreement are received  by  the  Escrow
Agent.  Escrow Agent is hereby instructed to enter  that  Opening
Date  on  the first page of this Agreement and return a  copy  to
both Seller and Purchaser.

12.  Seller's Representations and Warranties.

Seller  represents and warrants to Purchaser (and on the  Closing
Date shall be deemed to represent and warrants) as follows:

     12.1 Legal, valid and Binding.

This Agreement and all other instruments or documents executed or
delivered with this transaction each constitute legal, valid  and
binding  obligations  of Seller, enforceable  against  Seller  in
accordance with their respective terms.

     12.2 No Approval by Governmental Authority.

No consent, approval, authorization, registration, qualification,
designation,   declaration  or  filing  with   any   governmental
authority  is  required  in connection  with  the  execution  and
delivery of this Agreement by Seller.

     12.3 No Conflict.

The  execution,  delivery and performance of  this  Agreement  by
Seller  and  the  consummation  of the  transaction  contemplated
herein  will not:  (i) result in a breach or acceleration  of  or
constitute a default or event of termination under the provisions
of  any agreement or instrument by which the Properties is  bound
or  affected;  (ii) result in the creation or imposition  of  any
lien,  charges  or encumbrance, not provided for  herein,  on  or
against the Properties or any portion thereof; (iii) to the  best
of  Seller's  knowledge constitute or result in the violation  or
breach  by  Seller  of any judgment, order, writ,  injunction  or
decree issued against or imposed upon Seller.

     12.4 No Lawsuits.

Seller  having undertaken no independent inquiry,  there  are  no
actions,  suits,  proceedings or investigations pending,  to  the
best  of Seller's knowledge or threatened, with respect to or  in
any  manner  affecting Seller's ownership of  the  Properties  or
otherwise affecting any portion thereof, or which will  become  a
cloud on the title to the Properties or question the validity  or
enforceability of the transaction contemplated herein.



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     12.5 No Leases.

There  will be no existing leases and/or tenancies affecting  all
or  any  portion of the Properties as of the Closing Date, except
for the respective Leases.

     12.6 No Mechanics Liens.

Seller hereby agrees to indemnify Purchaser from and against  any
and  all  claims of third parties, including costs and reasonable
attorneys' fees and from all mechanics' liens in connection  with
the Properties, whose claim or claim of lien arises from labor or
material  provided to the Properties prior to Closing or pursuant
to a contract entered into with Seller prior to Closing.

     12.7 Non-Foreign Affidavit.

Seller is not, and as of the Closing Date will not be, a "foreign
person" within the meaning of Internal Revenue Code Section 1445,
and  Seller  shall deliver to Purchaser at Closing a  Non-Foreign
Affidavit pursuant to Section 1445(b)(2) of the Internal  Revenue
Code ("Non-Foreign Affidavit").

13.  As Is.

Except  for the express representations and warranties  contained
in  Article  12, Seller has made no representations or warranties
of  any kind, and will at the Closing make no representations  or
warranties of any kind, in connection with the physical condition
of  the Properties. Except for the representations and warranties
contained  in Article 12 and the covenants and warranties  to  be
contained  in  the  Deed,  Seller shall have  no  responsibility,
liability  or obligations subsequent to the Closing with  respect
to  any conditions or as to any matters whatsoever respecting  in
any  way  the Properties, which Purchaser acknowledges  is  being
purchased in an OAS IS, WHERE ISO condition.

14.  Risk of Loss.

If  prior to the Closing any Property shall be taken entirely  by
condemnation   or  eminent  domain,  this  Agreement   shall   be
automatically canceled as to such Property, the pro-rata  portion
of,  the  Earnest Money Deposit and any interest  earned  thereon
shall  be  returned  to  Purchaser, and thereupon  neither  party
shall,  except  as  otherwise provided herein, have  any  further
liability  or  obligation to the other. If prior to  the  Closing
less  than all of any Property shall be taken by condemnation  or
eminent  domain, then Purchaser may, at its option,  cancel  this
Agreement, in which event Escrow Agent shall return to  Purchaser
the  pro-rata  portion  of  the Earnest  Money  Deposit  and  any
interest  earned thereon, and thereupon neither party shall  have
any  further  liability or obligation to each other  as  to  such
Property  (except as otherwise stated herein), or  Purchaser  may
accept title subject to the taking, in which event at the Closing
the  proceeds of the award or payment shall be assigned by Seller
to  Purchaser  and any moneys theretofore received by  Seller  in
connection  with such taking shall be paid over to Purchaser.  In
all  other  regards, the risk of loss or damage to the Properties
until the Closing shall be borne by Seller, except as provided in
Section 5.3.

15.  Notices.

All  notices  required  or  permitted  to  be  given  under  this
Agreement  shall  be in writing and shall be  given  by  personal
delivery, recognized overnight courier services or by deposit  in
the  United States mail, postage prepaid, certified mail,  return
receipt  requested,  addressed to Seller  and  Purchaser  at  the
addresses  set  forth on the first page of this Agreement  or  at
such other address as


Marie  Callender  Purchase Agreement         Lessee /s/ SJ  Lessor /s/ RPJ
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a party may designate by notice similarly given. Notices shall be
deemed  effective upon delivery; if personally delivered: on  the
next  business  day  after deposit with  a  recognized  overnight
courier  service, or on the expiration of three  (3)  days  after
deposit in the US mail, as described above. A copy of any  notice
shall be given to Escrow Agent.

Copies of any notice given to Seller shall also be given to:

     Marc Lindsey Weber, Esq.
     1500 Quail Street,  Suite 200
     Newport Beach, California  92660

                                  Telephone Number:  (949) 756-0100
                                   Facsimile Number: (949) 756-0137
16.  Miscellaneous.

     16.1 Incorporation of Recitals.

The recitals of this Agreement are hereby affirmed by the parties
as   true  and  correct  and  are  incorporated  herein  by  this
reference.

     16.2 Waivers.

No  waiver  of  any  of  the provisions of this  Agreement  shall
constitute  a  waiver  of  any other provision,  whether  or  not
similar,  nor shall any waiver be a continuing waiver. Except  as
expressly provided in this Agreement, no waiver shall be  binding
unless executed in writing by the party making the waiver. Either
party may waive any provision of this Agreement intended for  its
sole benefit; however, unless otherwise provided for herein, such
waiver  shall  in  no  way  excuse  the  other  party  from   the
performance of any of its other obligations under this Agreement.

     16.3 Construction.

This  Agreement shall be interpreted according to the law of  the
state where the Properties are located, and shall be construed as
a  whole  and  in  accordance with its fair meaning  and  without
regard to, or taking into account, any presumption or other  rule
of  law  requiring construction against the party preparing  this
Agreement or any part hereof.

     16.4 Time.

Time is of the essence of this Agreement.

     16.5 Attorney's Fees.

If any action is brought by either party in respect to its rights
under  this Agreement, the prevailing party shall be entitled  to
reasonable attorneys' fees and court costs as determined  by  the
court.

     16.6 Assignment.

Purchaser  may  assign its rights under this Agreement  prior  to
Closing without the prior written consent of Seller.

     16.7 Binding Effect.



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This  Agreement  and  all instruments or documents  entered  into
pursuant  hereto are binding upon and shall inure to the  benefit
of the parties and their respective successors and assigns.

     16.8 Further Assurances and Documentation.

Each party agrees in good faith to take such further actions  and
execute such further documents as may be necessary or appropriate
to fully carry out the intent and purpose of this Agreement.

     16.9 Time Periods.

If  the  time  for the performance of any obligation  under  this
agreement  expires  on a Saturday, Sunday or legal  holiday,  the
time for performance shall be extended to the next succeeding day
which is not a Saturday, Sunday or legal holiday.

     16.10     Headings.

The headings of this Agreement are for purposes of reference only
and  shall  not limit or define the meaning of any  provision  of
this Agreement.

     16.11     Entire Agreement.

This  Agreement, together with all exhibits referred  to  herein,
which  are  incorporated herein are made a part  hereof  by  this
reference  and  the  Lease between the parties,  constitutes  the
entire  agreement between the parties pertaining to  the  subject
matter  contained in this Agreement. No supplement,  modification
or amendment of this Agreement shall be binding unless in writing
and executed by Purchaser and Seller.

     16.12     Counterparts.

This  Agreement  may be executed in any number  of  counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

     16.13     Survival.

Each of the terms and provisions of this Agreement, including the
representations and warranties contained in Article 12, which are
not incorporated into the Deed, or which are not satisfied by the
execution  and  delivery of the Deed, or which  by  their  nature
require the parties to perform certain




Marie Callender Purchase Agreement           Lessee /s/ SJ  Lessor /s/ RPJ
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acts subsequent to the Closing, shall survive the Closing, except
that  the representations and warranties contained in Article  12
shall  survive  the Closing for a period of only six  (6)  months
only.

IN  WITNESS WHEREOF, the parties have executed this Agreement  as
of the date first above written.

SELLER:

MARIE CALLENDER PIE SHOPS, INC.,
a California corporation

By:  /s/ Stephen Jennings

Its:      CFO



PURCHASER:

AEI FUND MANAGEMENT, INC. (AND/OR ITS ASSIGNS)
a Minnesota Corporation

By:  /s/ Robert P Johnson

Its:      Pres




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ACCEPTANCE BY ESCROW AGENT


Escrow  Agent hereby (a) acknowledges receipt of Buyer's  Deposit
of  $30,000, and a fully executed copy or counterpart  copies  of
this  Agreement on this 15th day of June 1999,  and has  inserted
said  date  on the first page of this Agreement, and  (b)  hereby
agrees  to  establish  an escrow (Escrow No.  015425-DC)  and  to
administer  the  same in accordance with the  provisions  hereof.
Escrow  Agent further agrees to immediately deliver to  Purchaser
and   Seller  copies  or  counterpart  of  this  fully   executed
Agreement.


Commonwealth  Land Title Company
[changed to conform  to  the facts /s/ DC]


By:/s/ Debi Calmelat

Its:Escrow Officer




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                 EXHIBIT "A-1" TO PURCHASE AND SALE AGREEMENT

                              LEGAL DESCRIPTION
                                (Gresham, OR)


PARCEL 1:

A tract of land located in the J.P. Powell Donation Land Claim in
Section  3,  Township  1 South, Range 3 East  of  the  Willamette
Meridian,  in the City of Gresham, County of Multnomal and  State
of Oregon.

Beginning at the intersection of the Northerly right of way of SE
Burnside Road, with the Westerly right of way of SE 223rd Avenue,
said  point being 60 feet from the centerline of SE Burnside Road
(County  Road  No.  2063) and 45 feet from the centerline  of  SE
223rd  Avenue (County Road No. 3807); thence along the  Northerly
right  of way line of SE Burnside Road along the arc of a  11,400
foot radius curve to the right, an arc distance of 42.88 feet  of
which  the  long chord bears North 67 10' 52" West; thence  North
67 04' 24" West 431.12 feet to the true point of beginning of the
hereinafter described land; thence North 67 04'24" West along the
Northerly  right of way line of SE Burnside Road, a  distance  of
166.00 feet; thence North 22 55' 36" East 314.07 feet to a  point
on the Southwesterly right of way line of SE 223rd Avenue; thence
along  the Southwesterly line of SE 223rd Avenue 93.85 feet alone
the  arc  of  a  761.20 foot radius curve to the left  through  a
central  angle of 7 03' 50" (the long chord bears South 89 08'00"
East  93.79 feet); thence along said Southwest right of way  line
South  42 39'S5"  East 148.41 feet; thence South  22 55'36"  West
96.80  feet; thence North 67 04'24" West 52.00 feet; thence South
22 55'36" West 112.00 feet to the true point of beginning.

PARCEL 2:

A   non-exclusive  easement  for  ingress,  egress,  vehicle  and
pedestrian traffic over the tracts more particularly described as
follows:

A  portion  of  land located within a parcel, being described  by
Deed recorded in Book 2417,
Page  1767, Multnomah County Deed Records; said parcel  being  in
the Southwest one-quarter of
Section  3,  Township  1 South, Range 3  East,  in  the  City  of
Gresham, County of Multnomah and
State  of  Oregon, said portion being more particularly described
as follows:

Beginning at a point being the most Southwesterly corner of  said
parcel, said point also being on the Northerly right-of-way  line
of  S.E. Burnside Street; thence leaving said Northerly right-of-
way line North 22 55'36" East 112.00 feet; thence South 67 04'24"
East  10.99 feet; thence South 22 55'36" West 112.00 feet to said
Northerly right-of-way line; thence tracing said Northerly right-
of-way  line  North 67 04'24" West 10.99 feet  to  the  point  of
beginning.

TOGETHER  WITH a portion that begins at a point that bears  South
22 55'36" West 31.67 feet from the most Northerly corner of  said
parcel;  thence  South 45 45'15" East 60.92  feet;  thence  North
52 37'55" East 25.65 feet to the Southerly right-of-way  line  of
N.W.  Fairview Drive; thence tracing said Southerly  right-of-way
line  South  42 39'55"  East  30.18  feet;  thence  leaving  said
Southerly  right-of-way  line South 52 23'08"  West  16.19  feet;
thence  South  36 54'33" West 115.27 feet; thence South  6 05'13"
East  22.82 feet; thence South 36 41'37" West 19.45 feet  to  the
Northerly  right-of-way  line  of S.E.  Burnside  Street;  thence
tracing  said  Northerly right-of-way line North  67 04'24"  West
32.95 feet; thence leaving said Northerly right-of-way line North
36 42'41" East 4.70 feet; thence North 16 02'36" East 31.02 feet;
thence  North  37 24'30" East 95.12 feet; thence North  45 02'30"
West  60.20 feet; thence North 22 55'36" East 27.11 feet  to  the
point of beginning.





Marie  Callender  Purchase  Agreement         Lessee  /s/ SJ   Lessor /s/ RPJ
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                  EXHIBIT "A-2" TO PURCHASE AND SALE AGREEMENT

                         LEGAL DESCRIPTION OF PREMISES
                               (Henderson, NV)

Being  a division of Lot One (1) as shown upon the FINAL  MAP  OF
GALLERIA COMMONS (a Commercial Subdivision), as depicted in  Book
79,  Page  48  of Plats, Official Records, Clark County,  Nevada,
also  being  a portion of the West Half (W 1/2) of the  Southwest
Quarter (SW 1/4) of Section 3, Township 22 South, Range 62  East,
M.D.M.,   City   of   Henderson,  Clark  County,   Nevada,   more
particularly described as follows:

COMMENCING  at  the  West Quarter Corner (W  1/4  Cor),  of  said
Section 3, said corner being common to Sections 3 and 4;

Thence  South OO l4'06" West along the West line of said  Section
3, a distance of 808.13 feet;

Thence North 88 55'32" East, a distance of 50.01 feet to a  point
on the Easterly right-of-way line of Stephanie Street;

Thence  South  00 14'06"  West along said  Easterly  right-of-way
line, a distance of 585.62 feet;

Thence  South  89 45'54" East, a distance of 20.00  feet  to  the
Point of Beginning;

Thence North 88 51'28" East, a distance of 147.22 feet;

Thence South 01 05'43" East, a distance of 108.33 feet;

Thence South 88 51'28" West, a distance of 2.92 feet;

Thence South 00 36'35" East, a distance of 179.31 feet;

Thence South 89 56'32" West, a distance of 149.41 feet;

Thence  North 00 14'06" East, a distance of 284.89  feet  to  the
True Point of Beginning.





Marie  Callender Purchase Agreement         Lessee  /s/SJ  Lessor /s/ RPJ
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                  EXHIBIT "A-3" TO PURCHASE AND SALE AGREEMENT

                             LEGAL DESCRIPTION
                              (Amarillo, TX)














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                   EXHIBIT "A-3" TO PURCHASE AND SALE AGREEMENT


                                LEGAL DESCRIPTION
                                (Amarillo, Texas)


A  1.303 Acre (56,750 sq. Ft.) tract of land out of Lot 12, Block
5,  Lawrence  Place  Unite No. 25, an Addition  to  the  City  of
Amarillo,  as recorded in Volume 2328, Page 539, Official  Public
Records  of  Potter  County, said 1.303  acre  tract  being  more
particularly described by metes and bounds as follows:
Beginning  at  a  sawed  "X" in the South  right-of-way  line  of
Wolflin  Avenue, the Northwest corner and Point of  Beginning  of
this tract, same being the Northwest corner of said Lote 12;
Thence  N  90  00'  00" E (Base Bearing from previously  recorded
plat)  along the South right-of-way line of said Wolflin  Avenue,
184.58 feet to 1/2 "X 24" rebar with cap stamped "S.H. PLS 4895",
the Northeast corner of this tract;
Thence S 00 00' 31" E, a distance of 157.88 feet to a 1/2"  rebar
with  cap stamped "S.H. PLS 4895", the Southeast corner  of  this
tract;
Thence S 00 05' 48" E, a distance of 150.90 feet to a 1/2"  rebar
in  the North right-of-way line of Interstate Highway No.  40,  a
Southeast corner of this tract;
Thence  N 89 12' 56" W along the North right-of-way line of  said
Interstate Highway No. 40, a distance of 184.65 feet  to  a  1/2"
rebar with Thomas cap, the Southwest corner of this tract;
Thence N 00 02' 32" W, a distance of 306.25 feet to the Point  of
Beginning of this tract;
Said  tract  contains a computed area of 1.303 acres (56,750  sq.
Ft) of land more or less.




                         LEASE AGREEMENT


      THIS  LEASE  AGREEMENT ("Lease") is made and  entered  into
effective  as  of the _________ day of _________ ,  1999  by  and
between  AEI Fund Management, Inc. (or its assigns) ("AEI  "),  a
Minnesota  corporation whose principal business address  is  1300
Minnesota  World Trade Center, 30 East Seventh Street, St.  Paul,
Minnesota 55101 ("Lessor"), and MARIE CALLENDER PIE SHOPS,  INC.,
a  California  corporation ("Lessee"), whose  principal  business
address  is  1100  Town  &  Country  Road,  Suite  1300,  Orange,
California 92868.

WITNESSETH

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

      WHEREAS,  Lessee  desires to lease said real  property  and
building and improvements thereon (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
__________________________, 1999 ("Commencement Date").

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

C.    The parties agree that upon the request of either party,  a
short  form  or  memorandum of this Lease will  be  executed  for
recording purposes which 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 the right  of
first  refusal,  and  that said right shall terminate  when  this
Lease is terminated, whichever occurs first.

ARTICLE 3.     IMPROVEMENTS

A.    Lessee  warrants  and agrees that  the  Building  has  been
constructed on the Leased Premises, and all other improvements to
the land, including the parking lot, approaches,



Marie  Callender  Lease                 Lessee  /s/ SJ    Lessor /s/ RPJ
5/28/99



and service areas, have been constructed in all material respects
by  Lessee substantially in accordance with the plot, plans,  and
specifications provided to Lessor.

B.   Lessee represents that Lessee has received no notice from  a
governmental agency of applicable jurisdiction that the  Building
or  other  improvements  to  the  land  is  in  violation  of  an
applicable law, ordinance or regulation. Lessee understands,  and
agrees, that if the Building contains any existing violations  of
applicable  law,  ordinance or regulation, it shall  be  Lessee's
obligation to remedy the same all at Lessee's cost and expense.

C.    Lessee agrees to pay, if not already paid in full, for  all
architectural  fees  and actual construction  costs  incurred  by
Lessee  to  construct 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 for improvements made by, or
at the direction of, Lessee.

D.    On  the Commencement Date, Lessee shall be deemed  to  have
accepted  Leased Premises and acknowledged that the premises  are
in the condition described under this Lease.

ARTICLE 4. RENT PAYMENTS

A.    Lessee  shall  pay as fixed rental ("Base  Rent")  for  the
Leased  Premises during the first five years of Term  hereof  the
sum  of  $___________  per  year, in equal  monthly  installments
("Monthly Rent") of $___________.

In  the  sixth  and eleventh Lease Years, the Base Rent  due  and
payable shall increase by an amount equal to five percent  (5.0%)
of  the  Base Rent payable for the immediately prior Lease  Year.
For  each  Renewal  Term Lessee shall pay Base Rent,  in  monthly
installments of Monthly Rent, in the amounts as follows:

        PERIOD                   BASE RENT

 YEARS  16  THROUGH 20:      115% of  the  Base  Rent  payable in
                             the first full Lease Year. years one
                             through five.

 YEARS  21  THROUGH 25:      120%  of  the  Base  Rent  payable in
                             the  first  full Lease Year.

 YEARS  26  THROUGH 30:      125%  of  the  Base  Rent  payable in
                             the  first  full Lease Year.

      The Monthly Rent shall be paid in advance to Lessor (or its
designees)  on  the  first day of each  month  in  equal  monthly
installments,  any  partial month to be  prorated  based  upon  a
thirty  (30)  day  month.  Monthly Rent  shall  commence  on  the
Commencement Date.

B.   Overdue Payments.

     Lessee shall pay interest on all overdue payments of Rent or
other  monetary amounts due hereunder at the rate of ten  percent
(10%)  per annum commencing seven (7) days after Lessee's receipt
of  Lessor's  written notice stating such Rent or other  monetary
amounts are past due.


Marie Callender Lease                   Lessee /s/ SJ    Lessor /s/ RPJ
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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   commercially   reasonable
deductibles, which deductibles shall, in any event, be  not  more
than   $100,000.  Additionally,  replacement  cost  endorsements,
vandalism endorsement, malicious mischief endorsement, waiver  of
subrogation endorsement, waiver of co-insurance or agreed  amount
endorsement  (if  available)  and Building  Ordinance  Compliance
endorsement, and Rent loss endorsements (for a period of 90 days)
shall 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 the Leased Premises, including "Dram Shop" or liquor
liability insurance, if the same shall be or become available  in
the  State  where the Leased Premises are located,  with  initial
limits  of  at  least $2,000,000 per occurrence  with  $3,000,000
general aggregate (inclusive of umbrella coverage).

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 seven (7)
business days written notice to Lessee of Lessor's intent  to  do
so  (unless  insurance  then in place  would  lapse  during  such
period,  or already has lapsed, in which case no notice  need  be
given) and Lessee may obtain such insurance during said seven (7)
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  10%  per
annum which amount shall be considered Rent payable by Lessee  in
addition to the Rent defined at Article 4 hereof.

D.    All  policies of insurance provided for or contemplated  by
this Article can be under Lessee's blanket insurance coverage and
shall name Lessor, Lessor's corporate general partner, and Robert
P.  Johnson, any mortgagee, 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 Commencement
Date   and  contain  endorsements  by  the  respective  insurance
companies  waiving  all rights of subrogation,  if  any,  against
Lessor. The coverages required in this Section may be subject  to
LesseeOs  customary deductible or retention, but  not  to  exceed
$100,000.  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



Marie  Callender Lease                     Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99



required  herein,  to be made available for Lessor's  review  and
photocopy upon Lessor's reasonable request from time to time.  On
the Commencement 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  $250,000
without  Lessor's prior written consent, such consent not  to  be
unreasonably withheld or delayed. Notwithstanding the  foregoing,
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  Commencement 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,  its  employees,
agents  or contractors, and Lessee agrees to save Lessor harmless
from, and indemnify Lessor against, any and all injury, loss,  or
damage, of whatever nature, to any person or property caused  by,
or  resulting from any act, omission, or negligence of Lessee  or
any  employee  or  agent  of Lessee. In addition,  Lessee  hereby
releases Lessor from any and all liability for any loss or damage
caused by fire or any of the extended coverage casualties, unless
such  fire  or  other  casualty shall be  brought  about  by  the
intentional  misconduct or negligence of Lessor,  its  employees,
agents  or  contractors. 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 Commencement 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,  except  as  otherwise
provided  below,  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. Nothing herein shall be deemed or construed
to require Lessee to pay or discharge any tax which may be levied
by  any  governmental  authority upon  the  income,  profits,  or
business of Lessor,



Marie Callender Lease                   Lessee /s/ SJ    Lessor /s/ RPJ
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including  rent  due Lessor hereunder, or any  personal  property
taxes,  franchise,  inheritance or estate bases,  or  taxes  upon
inheritance  or  right of succession which may be levied  against
any estate or interest of 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  LesseeOs
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. 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
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 recover the amount of such expenses from any
refund, but not more than the 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  or
excise  tax,  on  Rents  imposed by the State  where  the  Leased
Premises are located.



Marie Callender Lease                     Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99



ARTICLE 7.     PROHIBITION ON ASSIGNMENTS AND SUBLETTING

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

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

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

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

B.   For the purposes of this Article:

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

       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 material 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 reasonably satisfactory
to Lessor.

      Lessee agrees to furnish to Lessor within ten (10) business
days following demand at any time such information and assurances
as  Lessor  may reasonably request that neither Lessee,  nor,  to
Lessee's   knowledge,  any  previously  permitted  sublessee   or
assignee, has violated the provisions of this Article.

C.    If  Lessee agrees to assign this Lease or to sublet all  or
any  portion of the Leased Premises, Lessee shall, prior  to  the
effective date thereof (the "Effective Date"), deliver to  Lessor
executed  counterparts of any such agreement  with  the  proposed
assignee or sublessee, as applicable.

      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 consent of Lessee (such consent to be in form
and  substance  satisfactory to Lessor)  to  such  assignment  or
sublet, affirming its continued liability hereunder.


Marie Callender Lease                    Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99




D.    Notwithstanding  anything in this Lease  to  the  contrary,
Lessee  shall have the right to assign this Lease, or sublet  the
Premises or any portion thereof, without the consent of Lessor:

      1.    to  any  corporation with which Lessee may  merge  or
consolidate,  which  acquires all or  substantially  all  of  the
shares  of  stock or assets of Lessee or which  is  a  parent  or
subsidiary  of  Lessee, or which is the successor corporation  in
the event of a corporate reorganization, or

      2.    to  any  person, entity, partnership, or  corporation
which  acquires a majority of Lessee's restaurants, or a majority
of  Lessee's  restaurants in the state in which the Premises  are
located, or

     3.   to a franchisee of Lessee.

           Any  such  assignment or sublease  shall  not  relieve
Lessee  or  any  guarantor of liability under this  Lease  unless
expressly approved in writing by Lessor.

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 and incorporated herein  by
reference  and, further, agrees to replace any of  such  Lessor's
equipment  as 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), within the  Leased
Premises 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 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  seven  (7)
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 of  this  lease
beyond  the applicable cure period following notice from  Lessor,
Lessee  shall have the right to make repairs and improvements  to
the  Leased Premises without the prior written consent of  Lessor
if such repairs and improvements (1) are nonstructural and do not
exceed $150,000 in cost or (2) affect the structural integrity of
the  Leased  Premises  but  do not exceed  One  Hundred  Thousand
Dollars  ($100,000.00) in cost. Lessor's  consent  to  all  other
repairs  or  improvements shall not 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



Marie Callender Lease                  Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99



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  burdening  the
Leased Premises.

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 a commercially reasonable subordination,
attornment and non-disturbance agreement with Lessee. 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 a commercially reasonable subordination, attornment
and  non-disturbance agreement. In the event that the  mortgagee,
beneficiary, or any other person, acquires title to the  Premises
pursuant  to  the  exercise of any remedy  provided  for  in  the
mortgage or deed of trust, this Lease shall not be terminated  or
affected by said foreclosure or sale, or any such proceeding, and
the  mortgagee or beneficiary shall agree that any  sale  of  the
Premises  pursuant  to the exercise of any  rights  and  remedies
under  the  mortgage, deed of trust or otherwise, shall  be  made
subject  to  this  Lease and the rights of the Lessee  hereunder.
Lessee  agrees  to attorn to the mortgagee, beneficiary  or  such
other  person as its new lessor, and the Lease shall continue  in
full  force  and  effect  as a direct Lease  between  Lessee  and
mortgagee, beneficiary or such other person, upon all the  terms,
covenants, and agreements set forth in this Lease.

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

ARTICLE l2. CONDEMNATION OR EMINENT DOMAIN

A.    If the  hole of the Leased Premises are taken by any public
authority, ("Condemnor") under the power of eminent domain, or by
private  purchase  in  lieu thereof ("Condemnation"),  then  this
Lease  shall automatically terminate upon the date possession  is
surrendered, and Rent shall be paid up to that day.


Marie Callender Lease                     Lessee /s/ SJ     Lessor /s/ RPJ
5/28/99




B.    Lessee shall have the right to elect to terminate the Lease
if a Condemnor by Condemnation acquires any of the following:
     1.   any material portion of the restaurant building,
     2.   in  excess  of  fifteen percent (15%)  of  the  parking
          spaces within the Leased Premises, or
     3.   Any taking which would prohibit or materially interfere
          with   Lessee's   using  the  Leased  Premises   as   a
          restaurant.

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 of the Leased Premises was surrendered.

C.    If any part of the building or more than 15% of the parking
spaces  within the Leased Premises shall be so taken  but  Lessee
does  not elect to terminate this Lease, then Lessee shall,  with
the  use  of  the condemnation proceeds which Lessor  shall  make
available  to  Lessee,  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, further, the cost thereof to Lessor
shall  not exceed the proceeds of the 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.

D.   All compensation for real property 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  in  such
proceedings for loss of business or goodwill, 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  Lessor's
award.

E.   If the Premises becomes subject to Condemnation for a period
of less than one (1) year, then this shall constitute a temporary
Condemnation, during which time all the provisions of this  Lease
shall  remain in full force and effect. Lessee shall be  entitled
to  compensation from the Condemnor if allowable or  against  the
total  award  for  the  taking  of a construction  easement,  for
interruption  of  Lessee's  business and  such  other  relief  as
provided by law as a result of any such temporary Condemnation.

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, after reasonable  notice  to
Lessee, to show the Premises. 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 judgments 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



Marie Callender Lease                     Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99




resulting  from  the  gross negligence or willful  misconduct  or
Lessor or Lessor's representatives while upon or about the Leased
Premises.

ARTICLE 14. USE

      From  and after the Commencement Date, the Leased  Premises
may  be  used as a restaurant. In any other 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.

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,  then,
except as provided in Section 15.B, within a reasonable time (but
in  no  event longer than one hundred eighty (180) days, (subject
to  events  beyond Lessee's control as provided  in  Article  36)
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.

      The  insurance proceeds (exclusive of Lessee's  deductible)
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
size, value and substantially the same character as prior to such
damage or destruction.

     If the insurance proceeds (exclusive of Lessee's deductible)
are  equal  to, or less than, One Hundred Fifty Thousand  Dollars
($150,000),  they  shall be paid to Lessee for  such  repair  and
restoration. If the insurance proceeds are greater than or  equal
to  One Hundred Fifty Thousand Dollars ($150,000), 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. Reimbursements shall be made to Lessee upon delivery
to  Escrowee of certificates or affidavits from Lessee's  general
contractor  showing  amounts  paid  for  reconstruction  of   the
improvements.  If the proceeds held by Escrowee,  when  added  to
Lessee's deductible, are not sufficient to pay the total cost  of
restoration,  then Lessee shall pay the difference  between  such
amounts and such total restoration cost.

      Any sums, including interest, not disbursed by the Escrowee
after  restoration of the improvements has been completed,  shall
be paid to Lessee within ten (10) days after delivery to Escrowee
of Lessee's written request therefore.

     Both parties shall promptly execute all reasonable documents
and perform all acts reasonably required by the Escrowee to allow
it to perform its obligations under this paragraph.

      If  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, the Leased Premises are damaged
or  destroyed  to  the  extent  of fifty  (50%)  percent  of  its
replacement cost, or damaged or destroyed such that Lessee cannot
carry on business as a casual dining


Marie Callender Lease                     Lessee  /s/ SJ   Lessor /s/ RPJ
5/28/99



restaurant  without being closed for more than ninety (90)  days,
then Lessee may elect, within 30 days of such damage, to 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. If Lessee does
not  elect to exercise such option to renew this Lease, or if  no
option  to renew remains, then this Lease shall terminate on  the
earlier of Lessor's receipt of the insurance proceeds payable for
the  damaged  improvements,  and the  amount  of  the  applicable
deductible or the expiration of the term of 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, within five (5) business days after receipt of  written
notice  from  Lessor 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 within  thirty
(30)  days  after  written  notice from  Lessor  specifying  such
default,  or  within  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  capable of curing such default, but in  any  event  such
cure  period shall not exceed 180 days after written notice  from
Lessor of the default hereunder.

C.    The abandonment by Lessee of the Leased Premises for thirty
(30)  consecutive days, 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,  unless  the   petition   for
bankruptcy  is dismissed within sixty (60) days after filing,  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 Lessee fails to cure a default within the time
allowed in Section 16 after written notice from Lessor,]  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  all future rents for the remainder  of  the  then
present  term as set forth in, and to the extent of, 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,


Marie Callender Lease                     Lessee /s/ SJ   Lessor /s/ RPJ
5/28/99



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 otherwise but without  breach  of  the
peace, 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 cannot
be  waived between the parties hereto as herein provided and  the
same  shall  be  required by law or statute),  and  in  addition,
Lessor  may either (i) terminate this Lease or (ii) it  may  from
time  to time, without terminating this Lease and 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  may  reasonably
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  under  any
recorded memorandum of Lease, including termination of the  Right
to Market under Article 34 of this Lease.

B.    Upon  each  such  reletting,  without  termination  of  the
contractual  obligation of Lessee to pay Rent under  this  Lease,
all Rents received by Lessor 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.


Marie Callender Lease                  Lessee /s/ SJ     Lessor /s/ RPJ
5/28/99




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 under this
Article  19,  Lessor may recover from Lessee all damages  it  may
actually  incur  by reason of any uncured breach, including:  the
cost  of recovering and reletting the Leased Premises; reasonable
attorney's  fees;  and,  if  Landlord terminates  the  Lease  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  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  permanent  building fixtures  in  or  on  the  Leased
Premises  paid  for  by Lessor including,  but  not  limited  to,
heating  system, electrical wiring, lighting system,  ventilating
system,  plumbing system, and air conditioning system,  shall  be
the  property  of  Lessor.  All  other  movable  fixtures,  trade
fixtures,  equipment 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,  movable fixtures, trade fixtures, and  signs,  except
for  such  items,  if any, described in Article 20(A)  above,  as
owned by Lessor.

C.   At the end of the term of this Lease, the property described
at  Article  20(B) above which is owned by Lessee, 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


Marie Callender Lease                     Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99



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. 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 by civil action 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


Marie Callender Lease                  Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99




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,
or  sooner  if  available,  furnish its financial  statements  to
Lessor.  Lessee's  financial  statements  shall  include,  at   a
minimum,  a  reviewed balance sheet and statement of  operations,
and do not need to be prepared by an independent certified public
accountant,  but shall be prepared in conformity  with  generally
accepted   accounting  principles  (hereafter  "GAAP")   and   be
represented and warranted in writing as true and correct  by  the
chief  financial officer or other authorized officer  of  Lessee.
Additionally, during the term of the Lease, upon LessorOs written
request Lessee will within furnish Lessor with Lessee's financial
statements  and operating statements of the Leased  Premises  the
last  ended fiscal quarter. Said quarterly statements do not need
to be prepared by an independent certified public accountant, but
shall be represented and warranted in writing as true and correct
by  the  chief financial officer or other authorized  officer  of
Lessee.  The  financial statements shall  conform  to  GAAP,  and
include,  at  a  minimum,  a  balance  sheet  and  statement   of
operations.

ARTICLE 27. OPTION TO RENEW

      If  this Lease is not previously canceled or terminated and
if  Lessee and is not then in default beyond the applicable  cure
period following LandlordOs notice of default, then Lessee  shall
have the option to renew this Lease upon the same conditions  and
covenants  contained  in  this Lease for  three  (3)  consecutive
periods  of  five  (5)  years each (singularly  "Renewal  Term").
Annual  Base Rent during each Renewal Term shall be as set  forth
in Section 4.A.

      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 28. 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.

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 situated.

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.


Marie Callender Lease                  Lessee /s/ SJ      Lessor /s/ RPJ
5/28/99




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  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 the 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 within seven (7) business days after
notice from Landlord that such payment is past due, Lessor  shall
have  the  right to charge Lessee a late charge of $500  for  any
amount  of Rent installment that remains unpaid after the  second
such occurrence in any 12 month period.

H.    All  proceeds  from any conveyance of a permanent  easement
shall belong solely to Lessor.

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

J.    Lessee  agrees to cooperate with Lessor to allow Lessor  to
obtain and use at Lessor's expense promotional photographs of the
Leased Premises.

ARTICLE 30. REMEDIES

      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. Notwithstanding the foregoing, Lessor  hereby
waives  any  statutory or common law landlordOs lien on  LesseeOs
personal property.

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)  to  the best of Lessee's knowledge 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 in or at the Leased Premises (iii) to the
best  of  Lessee's  knowledge 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) to  the  best  of  Lessee's
knowledge that the Leased


Marie Callender Lease                  Lessee /s/ SJ     Lessor /s/ RPJ
5/28/99




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 do not contain any  formaldehyde,
urea or asbestos, except as may have been disclosed in writing to
Lessor  by Lessee at the time of execution and delivery  of  this
Lease.  Lessee  agrees  to indemnify and  reimburse  Lessor,  its
successors and assigns, for:

      A.    any loss, damage, expense or cost arising out  of  or
incurred  by  Lessor which is the result of the above  covenants,
representations and warranties, and

      B.    any  and  all liability of any kind whatsoever  which
Lessor  may, for any cause and at any time, sustain or  incur  by
reason  of  Hazardous Materials placed or released on the  Leased
Premises  by  Lessee,  together with all  reasonable   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 10% 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.

      Upon  a third monetary default for non-payment of taxes  by
Lessee  which  remains  uncured  after  the  expiration  of   any
applicable  notice  and cure period, 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 ("Charges") due on the  Leased  Premises.
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.

ARTICLE 34. RIGHT TO MARKET

     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:



Marie Callender Lease                 Lessee  /s/ SJ    Lessor /s/ RPJ
5/28/99




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

      (B)  MANNER OF EXERCISING RIGHT OF FIRST REFUSAL. If Lessor
("Selling Lessor") shall desire to sell all or any portion of its
interest  in  the Leased Premises (subject to the terms  of  this
Lease),  Selling  Lessor  shall give  Lessee  written  notice  of
Selling  Lessor's  intention to sell  Selling  Lessor's  interest
(partial or whole) in the Leased Premises. Such notice ("Lessor's
Notice") shall give Selling Lessor's name and address and state a
price  at which Selling Lessor intends to sell, and will sell,  a
specified portion or all of its interest in the fee simple to the
Leased  Premises. If Lessee shall fail to exercise its  Right  of
First  Refusal  as set forth herein, the terms of  Article  34(E)
shall  apply. For twenty (20) business days following the  giving
of such notice, Lessee shall have the option to purchase for cash
such  portion  of the fee interest of the Selling Lessor  at  the
price  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
$20,000  (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
_______________  ,  pursuant  to  the  Right  of  First   Refusal
contained  in  that  certain  Net  Lease  Agreement  between   us
pertaining to said premises."

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

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

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

          (iii)      EVIDENCE OF TITLE. Not less  than  ten  (10)
          days  prior to closing, Selling Lessor shall  obtain  a
          commitment  for  an  ALTA  owner's  policy   of   title
          insurance dated within thirty (30) days of the  closing
          date, issued by a nationally recognized title insurance
          company   selected  by  Selling  Lessor   (the   "Title
          Company")   in   the  amount  of  the  Purchase   Price
          determined  pursuant  to  subparagraph  (C)(i)   above,
          naming Lessee as the proposed insured, and covering the
          fee  simple  title to the Leased Premises, and  showing
          Selling Lessor vested with good title to portion of


Marie Callender Lease                      Lessee /s/ SJ   Lessor /s/ RPJ
5/28/99


                the  Leased Premises being sold, subject only  to
          the matters affecting title which were of record at the
          time  Selling  Lessor  came into title  to  the  Leased
          Premises   and  those  matters  which  Lessee  created,
          suffered or permitted to accrue during the term hereof.
          Such  title commitment shall be conclusive evidence  of
          good  title.  If  Lessee shall make  objection  to  the
          marketability  of title, Selling Lessor shall  have  no
          obligation  to make title marketable, but may  withdraw
          Lessor's notice of intent to market the Premises.

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

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

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



Marie Callender Lease                       Lessee /s/ SJ   Lessor /s/ RPJ
5/28/99



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

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

ARTICLE 35. 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.

ARTICLE 36 FORCE MAJEURE

      In  the event that either party hereto shall be delayed  or
hindered in or prevented from the performance of any act required
hereunder  by  reason  of  strikes,  lock-outs,  labor  troubles,
inability  to  procure materials, failure of  power,  restrictive
governmental  laws  or  regulations,  riots,  insurrection,  war,
military or usurped power, sabotage, terrorism, unusually  severe
weather, acts of God, fire or other casualty or other reason (but
excluding





Marie  Callender Lease                     Lessee /s/ SJ    Lessor /s/ RPJ
5/28/99

financial  inability)  of  a like nature  beyond  the  reasonable
control  of  the party delayed in performing work or  doing  acts
required under the terms of this Lease, then performance of  such
act  shall be excused for the period of the delay, and the period
for  the  performance of any such act shall  be  extended  for  a
period equivalent to the period of the delay,

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



LESSEE:

MARIE CALLENDER PIE SHOPS, INC.
 a California corporation

By: _______________________________

Its: _______________________________





LESSOR:

AEI FUND MANAGEMENT, INC. (AND/OR ITS ASSIGNS)
a Minnesota corporation

By: _______________________________

Its: _______________________________






Marie Callender Lease                 Lessee  /s/ SJ  Lessor /s/ RPJ
5/28/99