LEASE AGREEMENT


     THIS LEASE AGREEMENT ("Lease") is made and entered into
effective  as  of  the 25th day of September,  1999  by  and
between  AEI  NET  LEASE INCOME & GROWTH  FUND  XIX  LIMITED
PARTNERSHIP   ("AEI   Fund  XIX"),   a   Minnesota   limited
partnership,  and  AEI  INCOME & GROWTH  FUND  XXII  LIMITED
PARTNERSHIP  ("AEI  Fund  XXII"), both  of  whose  principal
business  address is 1300 Minnesota World Trade  Center,  30
East  Seventh  Street, St. Paul, Minnesota 55101  (together,
"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 Henderson, Nevada
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  the  effective  date  hereof  ("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, 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 $161,500 per year, in equal monthly installments
("Monthly  Rent")  of  $6,325.42 to AEI  Fund  XIX,  and  of
$7,132.91 to AEI Fund XXII.

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.

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
partners,  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 Lessee's 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 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, 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 Lessee's  pro-rata
obligation for such real estate taxes.

D.    Lessee  shall have the right to contest or  review  by
legal  proceedings or in such other manner as may  be  legal
(which, if instituted, shall be conducted solely at Lessee's
own expense) any tax, assessment for public improvements  or
benefits,  or  other governmental imposition aforementioned,
upon  condition  that,  before instituting  such  proceeding
Lessee shall pay (under protest) such tax or assessments for
public  improvements  or  benefits,  or  other  governmental
imposition,  duties and charges aforementioned, unless  such
payment  would  act  as a bar to such contest  or  interfere
materially  with the prosecution thereof and in  such  event
Lessee   shall   post   with  Lessor  alternative   security
reasonably  satisfactory to Lessor.  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.

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.

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 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 whole 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.

Lessee  shall have the right to elect to terminate the Lease
if  a  Condemnor by Condemnation acquires  any  of  the
following:

          any material portion of the restaurant building,

          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 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
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,  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.

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  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
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  Lessor's
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  Landlord's  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.

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
landlord's lien on Lessee's 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 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. ESCROWS

      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:

      (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  Marie  Callendar's  Henderson,  Nevada,
pursuant  to  the Right of First Refusal contained  in  that
certain  Net Lease Agreement between us pertaining  to  said
premises."

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

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

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

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

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

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

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

     (D)  EFFECT OF RIGHT OF FIRST REFUSAL ON LEASE. If 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  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: /s/ Stephen Jennings

Its: Vice President/CFO

By: Charles Conine

Its:Secretary


LESSOR:

          AEI  NET  LEASE  INCOME &  GROWTH  FUND  XIX
          LIMITED PARTNERSHIP

          By:  AEI Fund Management XIX , Inc.

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


          AEI  INCOME  &  GROWTH  FUND  XXII  LIMITED
          PARTNERSHIP

          By:  AEI Fund Management XXI , Inc.

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





                         EXHIBIT "A"

                     Legal Description
                    (Henderson, Nevada)


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  00 14' 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 a long 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 POINT OF BEGINNING.