DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as of  this
11th  day of August, 1998, by and between Americana Dining  Corp.
("Lessee"),   whose  address  is  55  Ferncroft  Road,   Danvers,
Massachusetts 01923-4001, and Net Lease Income & Growth Fund 84-A
Limited  Partnership and AEI Net Lease Income &  Growth  Fund  XX
Limited  Partnership (collectively "Lessor"),  whose  address  is
Suite 1300, World Trade Center, Saint Paul, Minnesota 55102.


W I T N E S S E T H, that:

      WHEREAS,  Lessee is contemplating building on the  premises
described   in   Exhibit  "A"  attached  hereto   the   following
Improvements :

         Remodeling  of  an  approximately  10,962  square   foot
   building and improvements to be used as a Champps Restaurant.

   WHEREAS, Lessee has made application to Lessor for development
financing to defray the costs of constructing such Improvements;

     WHEREAS,   Lessor's  Assignor  has  issued  to  Lessee   its
Development Financing and Leasing Commitment to advance funds  in
the  amount hereinafter specified, subject to compliance with the
terms and conditions of this Development Financing Agreement  and
the Net Lease Agreement (the "Lease") of even date herewith;

    NOW,  THEREFORE, in consideration of entering into the  Lease
and  other good and valuable consideration, the receipt of  which
is  hereby acknowledged by the parties hereto, the parties hereto
agree as follows:

                           ARTICLE I
                          DEFINITIONS

   For purposes of this Agreement, the following terms shall have
the following meanings:

        1.   "Application" shall mean Lessee's application to the
   Lessor  for the Development Financing the terms and conditions
   of which are incorporated herein by reference.

        2.   "Architect's Contract" shall mean Lessee's  contract
   with the Project Architect.

        3.  "Commitment" shall mean Lessor's Commitment to Lessee
   agreeing   to   provide   the  Development   Financing.   (The
   "Development Financing and Leasing Commitment" dated  of  even
   date herewith.)

     4.  "Completion Date" shall mean midnight, June 1, 1999,
subject to Force Majeure, as defined herein.

      5.   "Construction Costs" shall mean  land  costs,  all
costs  paid  to  construct and complete the Improvements,  as
specified  on  Exhibit "B" attached hereto and  made  a  part
hereof.

      6.   "Construction Contracts" shall mean the  contracts
between  Lessee and Contractors for the furnishing of  labor,
services  or  materials to the Leased Premises in  connection
with the construction of the Improvements.

      7.   "Contractors"  shall  mean  those  firms  directly
engaged by Lessee to construct the Improvements, whether  one
or more.

       8.    "Contract  Documents"  shall  mean  the  Project
Architect's  Contract,  Plans  and  Specifications  and   the
contract with the Contractor.

      9.  "Development Financing" shall mean the funds to  be
made  available  pursuant to the Commitment and not to exceed
the  lesser  of  the Construction Costs or the  maximum  loan
amount  of Three Million Five Hundred Eleven Thousand Dollars
($3,511,000)  as specified in the Commitment.

      10.  "Development Financing and Carrying Charges" shall
mean   all  fees,  taxes  and  charges  incurred  under   the
Development  Financing  and  in  the  construction   of   the
Improvements  including, but not limited  to,  non-refundable
commitment  fees;  interest charges, service  and  inspection
fees,  attorney's  fees, title insurance  fees  and  charges,
recording fees and insurance premiums.

      11.   "Development Financing Documents" shall mean this
Agreement,   the   Lease,  Assignment   of   Architects   and
Construction Contracts, Guarantees, and such other  documents
given   to   the  Lessor  as  security  for  the  Development
Financing.

      12.   "LTIC-CDD"  shall  mean Lawyers  Title  Insurance
Corporation,   Construction  Disbursement   Department,   the
nationally  recognized title insurer,  or  Lessor's  in-house
designee,  to  be  LTIC-CDD under the  Development  Financing
Disbursement Agreement executed by and between the parties of
even date herewith.

      13.   "Final Disbursement Date" shall mean the date  of
the  final disbursement of the Development Financing provided
hereunder.

      14.  "Improvements" shall mean the structures and other
improvements  to  be  constructed on the Leased  Premises  in
accordance with the Plans and Specifications.

      15.   "Initial Disbursed Funds" shall mean those  funds
disbursed  on  the  Closing  Date for  land  acquisition  and
related  soft costs upon Lessor's acquisition of  the  Leased
Premises.

     16.  "Inspecting Architect" shall mean the architect, if
any,  hired by Lessor to perform inspections of the premises.
An  Inspecting Architect may only be engaged by Lessor in the
event   of  a  default  relating  to  construction   of   the
Improvements under the Development Financing Documents.

      17.   "Leased  Premises" shall mean the  real  property
described  in  the  Exhibit "A" attached to  this  Agreement,
together   with  all  Improvements,  equipment  and  fixtures
thereon.

      18.   "Lessee Equity" shall mean the final Construction
Costs less the amount of the Development Financing.

     19.  "Plans and Specifications" shall mean the plans and
specifications prepared by the Project Architect who shall be
licensed  in  the  jurisdiction of the  Leased  Premises  and
selected by Lessee.

      20.   "Project"  shall  mean the  construction  of  the
Improvements on the Leased Premises.

      21.   "Project  Architect"  shall  mean  the  architect
retained  by  Lessee to design and supervise construction  of
the Improvements.

      22.   "Rental Modification Date" shall mean a date  one
hundred and eighty days (180) from the date hereof.

       23.    "Sub-Contractors"  shall  mean  those   persons
furnishing labor or materials for the Project pursuant to the
Sub-Contracts.

      24.   "Sub-Contracts" shall mean the contracts  between
the  Contractor  and  its materialmen and  mechanics  in  the
furnishing of labor or materials for the Project.

       25.    "Title"  shall  mean  Lawyers  Title  Insurance
Corporation issuing the Lessor's fee owner's title  insurance
policy.

                           ARTICLE II
                   THE DEVELOPMENT FINANCING

   Subject to compliance with the provisions of this Agreement,
Lessor  agrees  to  advance to Lessee, and Lessee  agrees  to
request   from   Lessor,  the  Development  Financing.    The
Development Financing shall be advanced in stages  by  Lessor
to  LTIC-CDD  and  disbursed  by  LTIC-CDD  pursuant  to  the
provisions   of   Article  VIII  hereof.    The   Development
Financing, or so much thereof as has been advanced hereunder,
shall  bear  interest  at the rate and  shall  be  repaid  in
accordance with the terms hereof and the Lease.  The proceeds
of  the  Development Financing shall be used exclusively  for
the purposes of defraying Construction Costs.

                          ARTICLE III

                              N/A

                           ARTICLE IV
                  CONSTRUCTION OF IMPROVEMENTS

   Lessee agrees to commence construction of the Improvements
within  thirty  (30)  days from the date of  this  Agreement.
After  commencement  of  construction  of  any  Improvements,
Lessee  agrees  to  diligently pursue  said  construction  to
completion,  and  to supply such moneys and to  perform  such
duties  as  may be necessary to complete the construction  of
said  Improvements  pursuant to the Plans and  Specifications
and  in full compliance with all terms and conditions of this
Agreement  and  the Development Financing Documents,  all  of
which shall be accomplished on or before the Completion Date,
subject  to  Force  Majeure  and  without  liens,  claims  or
assessments  (actual  or  contingent)  asserted  against  the
Leased  Premises  for  any material,  labor  or  other  items
furnished in connection therewith, subject to Lessee's  right
to  contest  such liens, claims, or assessments provided  the
same are removed as a lien upon the Leased Premises prior  to
foreclosure of such lien, and all in full compliance with all
construction,   use,  building,  zoning  and  other   similar
requirements  of  any  pertinent  governmental  jurisdiction.
Lessee  will  provide  to Lessor, upon request,  evidence  of
satisfactory compliance with all the above requirements.

                           ARTICLE V
          REPRESENTATIONS AND WARRANTIES OF THE LESSEE

Lessee  hereby  represents and warrants to the Lessor,  which
representations and warranties shall be deemed to be restated
by   Lessee  each  time  Lessor  makes  an  advance  of   the
Development Financing, that:

1.  VALIDITY OF DEVELOPMENT FINANCING DOCUMENTS - The Development
Financing  Documents  are in all respects  legal,  valid  and
binding according to their terms.

2.   NO  PRIOR LIEN ON FIXTURES - No mortgage, bill of  sale,
security  agreement,  financing  statement,  or  other  title
retention  agreement  (except  those  executed  in  favor  of
Lessor)  has been, or will be, executed with respect  to  any
fixture  (except  Lessee's trade fixtures not  financed  with
this  Development  Financing) used in  conjunction  with  the
construction, operation or maintenance of the improvements.

3.  CONFLICTING TRANSACTION OF LESSEE - The consummation of the
transactions hereby contemplated and the performance  of  the
obligations  of Lessee under and by virtue of the Development
Financing  Documents will not result in  any  breach  of,  or
constitute a default under, any mortgage, lease, bank loan or
credit  agreement,  corporate charter,  by-laws,  partnership
agreement, or other instrument to which Lessee is a party  or
by  which  it may be bound or affected, the breach  of  which
would  materially  affect Lessee's  ability  to  perform  its
obligations hereunder.

4.   PENDING  LITIGATION - There are  no  actions,  suits  or
proceedings   pending,  or  to  the   knowledge   of   Lessee
threatened,  against or affecting it or the Leased  Premises,
or  involving the validity or enforceability of  any  of  the
Development  Financing Documents, at law  or  in  equity,  or
before  or  by  any governmental authority,  except  actions,
suits and proceedings that are fully covered by insurance  or
which, if adversely determined would not substantially impair
the  ability of Lessee to perform each and every one  of  its
obligations under and by virtue of the Development  Financing
Documents; and to the Lessee's knowledge it is not in default
with respect to any order, writ, injunction, decree or demand
of any court or any governmental authority.

5.  VIOLATIONS OF GOVERNMENTAL LAW, ORDINANCES OR REGULATIONS  -
To  the best knowledge of Lessee, there are no violations  or
notices  of  violations  of  any  federal  or  state  law  or
municipal ordinance or order or requirement of the  State  in
which  the  Leased  Premises are  located  or  any  municipal
department    or   other   governmental   authority    having
jurisdiction affecting the Leased Premises, which  violations
in  any  way  have a material adverse affect  on  the  Leased
Premises  and  which  remain uncured  after  notice  by  such
governmental authority or department (if notice is  required)
and  the expiration of the time within which Lessee may  cure
such violation, or if no time limitation is specified, within
a reasonable time after notice to cure such violation .

6.  COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS - To the
best  knowledge  of Lessee, the Plans and Specifications  and
construction  pursuant  thereto and the  use  of  the  Leased
Premises contemplated thereby comply and will comply with all
present  governmental laws and regulations and  requirements,
zoning   ordinances,  standards,  and  regulations   of   all
governmental bodies exercising jurisdiction over  the  Leased
Premises.   Lessee agrees to provide the Project  Architect's
certification  to  such effect prior to the  funding  of  the
first disbursement under the Development Financing.

7.   LESSEE'S  STATUS  AND AUTHORITY - If  the  Lessee  be  a
corporation,   limited  liability   company,   trust   or   a
partnership, Lessee warrants and represents that  (i)  it  is
duly  organized, existing and in good standing under the laws
of  the state in which it is incorporated or created; (ii) it
is  duly qualified to do business and is in good standing  in
the state in which the Leased Premises are located; (iii)  it
has  the corporate or other power, authority and legal  right
to  carry  on the business now being conducted by it  and  to
engage in the transactions contemplated by this Agreement and
the  Development Financing Documents; and (iv) the  execution
and  delivery of this Agreement and the Development Financing
Documents   and  the  performance  and  observance   of   the
provisions hereof and thereof have been (or future acts  will
be)  duly authorized by all necessary trust, partnership,  or
corporate  actions  of  Lessee.   Lessee  will  furnish  such
resolutions,  affidavits  and opinions  of  counsel  to  such
effect as Lessor may reasonably require.

8.  AVAILABILITY OF UTILITIES - All utility services necessary
for  the  construction of the Improvements will be  available
prior  to  the commencement of construction, and all  utility
services   necessary  for  the  proper   operation   of   the
Improvements for their intended purposes are available at the
Leased  Premises or will be available at the Leased  Premises
prior   to  the  Final  Disbursement  Date,  at  commercially
comparable  utility  rates  and  hook-up  charges   for   the
vicinity,  including water supply, storm and  sanitary  sewer
facilities,   gas,  electricity  and  telephone   facilities.
Lessee  shall  furnish  evidence  of  such  availability   of
utilities from time to time at Lessor's request.

9.   BUILDING PERMITS - All building permits required for the
construction of the Improvements have been obtained prior  to
the  commencement of the construction of the Improvements and
copies of same will be delivered to Lessor.

10.  CONDITION OF LEASED PREMISES - The Leased Premises are not
now  damaged  or injured as a result of any fire,  explosion,
accident,  flood  or  other casualty,  nor  to  the  best  of
Lessee's knowledge, subject to any action in eminent domain.

11.  APPROVAL OF PLANS AND SPECIFICATIONS - To the best knowledge
of   Lessee   in   reliance  upon  the  Project   Architect's
certification  to  such effect, the Plans and  Specifications
conform  to  the  requirements  and  conditions  set  out  by
applicable law or any effective restrictive covenant, to  all
governmental authorities which exercise jurisdiction over the
Leased   Premises  or  the  construction  thereon,   and   no
construction will be commenced upon the Leased Premises until
said  Plans  and Specifications shall have been  approved  by
Lessor,  which consent shall not be unreasonably withheld  or
delayed  and  shall be given or withheld within ten  business
days after written request therefor.  Subject to Article  VI,
paragraph 14, no material changes are to be made in the Plans
and   Specifications  as  approved  without  Lessor's   prior
consent, which consent shall not be unreasonably withheld  or
delayed  and  shall be given or withheld within ten  business
days  after  written  request therefor; except,  after  prior
written  notice to Lessor, provided the Development Financing
shall  remain  in  balance  as  set  forth  in  Article  VII,
paragraph  3  herein,  Lessor shall consent  to  reallocation
among  line  items or use of the Construction Contingency  in
the  aggregate  of not more than the amount budgeted  as  set
forth  on  Exhibit  B  for Construction  Contingency,  unless
Lessee shall deposit Owner Equity with LTIC-CDD in the amount
of such excess over the budgeted amount.

12.  CONSTRUCTION CONTRACTS - Lessee has entered into contracts
with  the  Contractors or separate contracts with materialmen
and   laborers   providing  for  the  construction   of   the
Improvements.  Lessee will cause the Contractors to  promptly
furnish  Lessor with the complete list of all Sub-contractors
or  entities  as  and when under contract, which  Contractors
propose  to  engage  to  furnish labor  and/or  materials  in
constructing  the  Improvements  (such  list  containing  the
names,  addresses,  and  amounts  of  such  sub-contracts  as
written  in  excess  individually of  $5,000,  and  prior  to
disbursement  of  funds  to  or  for  the  benefit  of   such
Subcontractors, affidavits of authorized signatory and  other
documents commercially reasonably required by Title to insure
that the Leased Premises remain lien free) and will from time
to  time  furnish  Lessor or Title with true  copies  of  all
Contracts  entered into by Lessee and with the terms  of  all
verbal agreements therefor, if any, and as to subcontractors,
letters  signed  by sub-contractors whose  contracts  are  in
excess  of $5,000 setting forth the present amount  of  their
contract  and  the amounts remaining to be  paid  under  that
contract,  if the same information is not stated  on  a  lien
waiver  reflecting  the most currently requested  payment  to
such subcontractor.

13.  BROKERAGE COMMISSIONS - No brokerage commissions are due in
connection  with the transaction contemplated  hereby  or  if
there are commissions due or payable the same will be paid by
Lessee.  Lessee agrees to and shall indemnify Lessor from any
liability,  claims or losses arising by reason  of  any  such
brokerage  commissions.   This provision  shall  survive  the
repayment of the Development Financing and shall continue  in
full  force  and  effect so long as the possibility  of  such
liability, claims or losses exists.

14.  NO PRIOR WORK - Except as may have been permitted by Lessor,
no  work  or  construction  has been  commenced  or  will  be
commenced  by or on behalf of Lessee on the Leased  Premises,
nor  has Lessee entered into any contracts or agreements  for
such   work  or  construction  which  could  result  in   the
imposition  of  a  mechanic's or materialmen's  lien  on  the
Leased  Premises or the Improvements prior to  or  on  parity
with the interest of Lessor.

15.  ENVIRONMENTAL IMPACT STATEMENT - All required environmental
impact  statements as required by any governmental  authority
having   jurisdiction  over  the  Leased  Premises   or   the
construction  of the Improvements have been  duly  filed  and
approved.

16.  ACCESS - The Leased Premises front on a publicly maintained
road  or street or have access to such a road or street under
an  easement  or  private way, which  is  not  subject  to  a
reversion in favor of any party.

17.  FINANCIAL INFORMATION - Any financial statements heretofore
delivered  to  Lessor are true and correct in  all  respects,
have  been  prepared  in accordance with  generally  accepted
accounting   practice,  and  fairly  present  the  respective
financial  conditions  of  the  subject  thereof  as  of  the
respective dates thereof and no materially adverse change has
occurred in the financial conditions reflected therein  since
the respective dates thereof.

                           ARTICLE VI
                      COVENANTS OF LESSEE

Lessee hereby covenants and agrees with Lessor as follows:

1.  SURVEYS - Prior to execution of any Development Financing
Documents and prior to the initial request for a Disbursement
(as defined in Article VIII hereof), Lessee has furnished  to
Lessor  three copies of a current perimeter land  survey,  in
form  and  substance  satisfactory to  Lessor,  certified  to
Lessor,  giving  a  description of the  Leased  Premises  and
showing  all encroachments onto or from the Leased  Premises,
currently certified by a registered surveyor and bearing  his
registry  number  and  showing access rights,  easements,  or
utilities, rights of way, all setback requirements  upon  the
Leased  Premises, improvements, matters affecting  title  and
such other items as Lessor may reasonably request.

2.   TITLE  INSURANCE  -  Prior to the  initial  request  for
Disbursement  the Lessee has furnished Lessor  with  an  ALTA
policy  of  title  insurance, and  prior  to  any  subsequent
request  for Disbursement such ALTA policy of title insurance
shall  be  brought  down  to  the  date  of  Disbursement  by
endorsement, all in form and substance satisfactory to Lessor
issued  at the Lessee's expense and written by Title insuring
the  Leased  Premises to be marketable, free from  exceptions
for  mechanic's and materialmen's liens and free  from  other
exceptions  not  previously approved by  the  Lessor,  naming
Lessor  as  fee owner insured to the extent of advances  made
hereunder  subject  only  to  such  exceptions  as   may   be
reasonably approved by Lessor.

3.  RESTRICTIONS ON CONVEYANCE OR SECONDARY FINANCING - Lessee
will  not  transfer,  sell, convey  or  encumber  the  Leased
Premises  or  subject the Leased Premises  to  any  secondary
financing  in  any  way without the written  consent  of  the
Lessor,  except  as  permitted  in  Article  V,  paragraph  2
relating to trade fixture financing sources or suppliers.

4.   INSURANCE - To obtain or cause Contractor to obtain  and
maintain  such insurance or evidence of insurance  as  Lessor
may  reasonably  require, including but not  limited  to  the
following:

     (a)  BUILDER'S RISK INSURANCE - Builder's Risk Insurance
written  on  the  so-called "Builder's  Risk-Completed  Value
Basis" in an amount equal to the full replacement cost of the
Improvements   at  the  date  of  completion  with   coverage
available  on  the so-called multiple peril form  of  policy,
including coverage against collapse and water damage,  naming
Lessor as additional named insured, such insurance to  be  in
such  amounts and form and written by such companies as shall
be  reasonably approved by Lessor, and the originals of  such
policies  (together  with  appropriate  endorsement  thereto,
evidence   of   payment  of  premiums  thereon  and   written
agreements by the insurer or insurers therein to give  Lessor
ten  (10)  days'  prior written notice of  any  intention  to
cancel) shall be promptly delivered to Lessor, said insurance
coverage  to  be kept in full force and effect at  all  times
until the completion of construction of the Improvements.

      (b)   HAZARD  INSURANCE  - Fire and  Extended  Coverage
Insurance,  and  such other hazard insurance  as  Lessor  may
require and as called for in the Lease in an amount equal  to
the  full replacement cost of the Improvements naming  Lessor
as  an additional named insured, such insurance to be in such
amounts  and form and written by such companies as  shall  be
reasonably  approved  by Lessor, and the  originals  of  such
policies  (together  with appropriate  endorsements  thereto,
evidence of payment of premiums thereon and written agreement
by  the  insurer or insurers therein to give Lessor ten  (10)
days'  prior written notice of any intention to cancel) shall
be promptly obtained and delivered to Lessor immediately upon
completion of the construction of the Improvements and before
any  portion  is occupied by Lessee or any tenant  of  Lessee
with  such  insurance to be kept in full force and effect  at
all times thereafter.

      (c)   PUBLIC LIABILITY - Comprehensive public liability
insurance   (including   operations,   contingent   liability
operations,   operations   of  sub-  contractors,   completed
operations and contractual liability insurance) in limits  of
coverage as set forth in the Lease.

      (d)   WORKMEN'S COMPENSATION INSURANCE  -  Evidence  of
compliance   with  the  required  coverage  under   statutory
workmen's compensation requirements.

5.  COLLECTION OF INSURANCE PROCEEDS - To cooperate with Lessor
in  obtaining  for  Lessor the benefits of any  insurance  or
other  proceeds  lawfully  or  equitably  payable  to  it  in
connection with the transaction contemplated hereby  and  the
collection of any indebtedness or obligation of the Lessee to
Lessor incurred hereunder (including the payment by Lessee of
the  expense of an independent appraisal on behalf of  Lessor
in  case  of  a fire or other casualty affecting  the  Leased
Premises).

6.  APPLICATION OF DEVELOPMENT FINANCING PROCEEDS - To use the
proceeds of the Development Financing solely for the  purpose
of  paying  for Construction Costs and such incidental  costs
relative  to  the construction as may be reasonably  approved
from  time to time in writing by Lessor, and in no  event  to
use  any  of the Development Financing proceeds for personal,
corporate or other purposes.

7.   EXPENSES  - To pay all costs of closing the  Development
Financing  and  all expenses of Lessor with respect  thereto,
including, but not limited to, legal fees by Lessor's counsel
and  all  other  reasonable attorney's fees (limited  as  set
forth  in the Commitment), costs of title insurance, transfer
taxes,  license and permit fees, recording expenses, surveys,
intangible taxes, appraisal fees, Inspecting Architect  fees,
expenses  of  retaking  possession  upon  default  by  Lessee
hereunder or other costs of enforcement (including reasonable
attorney's fees) and similar items.

8.  LAWS, ORDINANCES AND ETC. - To comply promptly with any law,
ordinance,  order,  rule  or regulation  of  all  authorities
exercising  jurisdiction  over the  Leased  Premises  or  the
construction   thereon,  including  appropriate   supervising
boards  of  fire  underwriters and similar agencies  and  the
requirements of any insurer issuing coverage on the Project.

9.  RIGHT OF LESSOR TO INSPECT LEASED PREMISES - Upon 48 hours
notice, except in cases which Lessor reasonably deems  to  be
an emergency, in which event upon reasonable notice under the
circumstances,   to  permit  Lessor  and  Title   and   their
representatives and agents to enter upon the Leased  Premises
and  to inspect the Improvements and all materials to be used
in construction thereof and to cooperate and cause Contractor
to  cooperate  with Lessor or Title and their representatives
and  agents  during such inspections, provided that  such  is
accomplished  without interrupting the construction  process.
Provided, further, however, that this provision shall not  be
deemed  to impose upon Lessor or Title any duty or obligation
whatsoever  to  undertake such inspections,  to  correct  any
defects  in  the  Improvements or to notify any  person  with
respect thereto.

10.   BOOKS AND RECORDS - To set up and maintain accurate and
complete  books,  accounts  and  records  pertaining  to  the
Project including the working drawings in a manner reasonably
acceptable  to  Lessor.   The Lessor,  Title  and  Inspecting
Architect  shall have the right at all reasonable  times  and
upon reasonable prior notice to inspect, examine and copy all
books  and records of Lessee relating to the Project, and  to
enter  and  have  free  access to  the  Leased  Premises  and
Improvements  and to inspect all work done,  labor  performed
and material furnished in or about the Project, provided that
such  is  accomplished without interrupting the  construction
process.   Notwithstanding  the foregoing,  Lessee  shall  be
responsible  for  making inspections as to  the  Improvements
during the course of construction and shall determine to  its
own satisfaction that the work done or materials supplied  by
the  Contractors  and all Subcontractors  has  been  properly
supplied or done in accordance with the applicable contracts.
Lessee  will hold Lessor and Title harmless from  and  Lessor
and  Title shall have and have no liability or obligation  of
any  kind to Lessee or creditors of Lessee in connection with
any   defective,   improper  or  inadequate  workmanship   or
materials  brought in or related to the Improvements  or  the
Leased  Premises, or any mechanic's liens arising as a result
of  such  workmanship or materials.  Upon  Lessor's  request,
Lessee shall replace or cause to be replaced any such work or
material  found  to be materially deficient  by  the  Project
Architect  or Independent Architect.  Lessor shall  cooperate
with  Lessee  in  obtaining any rights under  any  applicable
warranties to accomplish such work.  Any inspections made  by
Inspecting  Architect,  Title or  Lessor  are  for  the  sole
benefit of Lessor and neither Lessee nor any creditor, tenant
or  vendee  of  Lessee  shall be entitled  to  rely  on  such
inspection.  Lessee shall obtain for Lessor coincident rights
to  rely  upon  any  warranties obtain  by  Lessee  from  its
Contractors or subcontractors.

11.  CORRECTION OF DEFECTS - To promptly correct any structural
defects  in  the Improvements or any material departure  from
the  Plans  and  Specifications not  previously  approved  by
Lessor.   The  advance of any Development Financing  proceeds
shall  not  constitute a waiver of Lessor's right to  require
compliance with this covenant.

12.  SIGN REGARDING DEVELOPMENT FINANCING - To allow Lessor to
erect and maintain at a suitable site on the Leased Premises,
at  a  location  to  be chosen by Lessee  in  its  reasonable
discretion,  a sign indicating that Development Financing  is
being  provided by Lessor, to the extent permitted by law  or
private  covenant,  condition,  or  agreement  affecting  the
Project.

13.  ADDITIONAL DOCUMENTS - To furnish to Lessor all instruments,
documents, initial surveys, footing or foundation surveys, if
conducted,    certificates,   plans    and    specifications,
appraisals,  financial statements, title and other  insurance
reports and agreements and each and every other document  and
instrument required to be furnished by the terms hereof,  all
at  Lessee's  expense; to assign and deliver to  Lessor  such
documents,  instruments, assignments and other writings,  and
to  do such other acts necessary or desirable to preserve and
protect the Leased Premises, as Lessor may require; and to do
and  execute all and such further lawful and reasonable acts,
conveyances  and  assurances for  the  carrying  out  of  the
intents  and  purposes of this Agreement, the Lease,  or  the
Commitment, as Lessor shall reasonably require from  time  to
time.

14.  ARCHITECTS AND CONSTRUCTION CONTRACTS - To commit no default
nor  knowingly  permit  a  default under  the  terms  of  the
Architects  or  Construction Contracts;  To  waive  none  nor
knowingly  permit a waiver of the obligations of the  parties
thereunder;  To  do no act which would relieve  such  parties
from  their obligations thereunder; To make no amendments  to
such  contracts, without the prior written consent of Lessor;
To  enter  into  no  change orders or  extras  that  cause  a
reallocation  among  budgeted line  items,  or  that  in  the
aggregate or singularly result in a net increase in excess of
10%  of  the original contract amount without Lessor's  prior
written  consent,  which consent shall  not  be  unreasonably
withheld or delayed; provided, however, Lessor shall be given
written  notice  and copies of all change  orders;  provided,
further, however, with written notice to Lessor prior to  any
request  for  funds subsequent to any such  change  order  or
reallocation, the Lessee shall be allowed to enter  into  any
change  order or extra which is accounted for by use  of  any
reallocation  among  line  items or  any  remaining  budgeted
Contingency  line  item, or if the same has  been  exhausted,
Lessee  shall  be allowed increases in the original  contract
amount  without  Lessor's consent if  Lessee  has,  upon  the
execution  of  said change order, deposited with  Lessor  the
amount  by  which  such  change  order  increases  the  total
Construction Cost; To allow all such contracts to be  subject
to  the  approval of Lessor for its loan purposes;  To  allow
Lessor  to  take advantage of all the rights and benefits  of
the  contracts  upon  any default by Lessee;  and  to  submit
evidence   to  Lessor  that  both  the  Architect   and   the
Contractors  will permit Lessor to acquire Lessee's  interest
under  their respective contracts and the Contract  Documents
without  additional charge or fee should an event of  default
occur hereunder, which default is not cured within applicable
notice and cure periods.

15.  ENFORCE PERFORMANCE OF SUB-CONTRACTS - To enforce, or cause
to  be  enforced, the prompt performance of the Sub-Contracts
in accordance with their terms and not to approve any changes
in  the same that in the aggregate or singularly result in  a
net  increase  in  excess  of 10%  of  the  original  General
Contractor's  contract amount without Lessor's prior  written
consent, which consent shall not be unreasonably withheld  or
delayed,  provided  Lessee's right to  enter  into  any  such
change  order shall be on the same terms set forth in Section
14 above.

16.  COMPLIANCE WITH RULES - To comply with, and to require the
Contractors   to   comply  with,  all   rules,   regulations,
ordinances and laws bearing on the conduct of the work on the
Improvements,  including  the  requirements  of  any  insurer
issuing coverage on the Project and the requirements  of  any
applicable supervising boards of fire underwriters.

17.  OPINIONS OF COUNSEL - To furnish such opinions of counsel as
may  be reasonably requested of the Lessee in connection with
the matters contemplated by this Agreement.

18.   SOIL  TESTS - To provide the Lessor with a soil  report
prepared  by  an  acceptable engineer certifying  as  to  the
status  of  the  soil conditions on the Leased Premises,  the
need or lack of need for special pilings and foundations  and
that  either any pilings and foundation necessary to  support
the  Improvements have been placed in a manner  and  quantity
sufficient  to provide the required support or that  no  such
pilings  and  foundations are necessary for the  support  and
construction of the Improvements.

19.  MARKETABLE TITLE - To execute and deliver or cause to be
executed and delivered such instruments as may be required by
the  Lessor  and Title to provide Lessor with  a  marketable,
valid  title  to  the Leased Premises subject  only  to  such
exceptions to title as may be reasonably approved by Lessor.

20.  VIOLATIONS OF GOVERNMENTAL LAW, ORDINANCES OR REGULATIONS  -
Lessee will permit no violations nor commit the same, of  any
federal  or  state  law or municipal ordinance  or  order  or
requirement  of  the State in which the Leased  Premises  are
located  or  any  municipal department or other  governmental
authority  having jurisdiction affecting the Leased Premises,
which violations in any way have a material adverse affect on
the Leased Premises and which remain uncured after notice  by
such  governmental  authority or  department  (if  notice  is
required) and the expiration of the time within which  Lessee
may  cure  such  violation,  or  if  no  time  limitation  is
specified, within a reasonable time after notice to cure such
violation .

21.  COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS - The
Plans  and  Specifications and construction pursuant  thereto
and  the use of the Leased Premises contemplated thereby will
comply  with  all  governmental  laws  and  regulations   and
requirements,  zoning ordinances, standards, and  regulations
of  all governmental bodies exercising jurisdiction over  the
Leased Premises, including environmental protection and equal
employment regulations, and appropriate supervising boards of
fire underwriters and similar agencies.

22.   APPROVAL  OF PLANS AND SPECIFICATIONS - The  Plans  and
Specifications   will   conform  to  the   requirements   and
conditions  set  out  by  applicable  law  or  any  effective
restrictive  covenant,  and to all  governmental  authorities
which  exercise jurisdiction over the Leased Premises or  the
construction thereon.

23.  NOTICE OF COMMENCMENT\FURNISHING - To provide Lessor prior
to the initial request for a Disbursement, with a copy of the
Notice of Commencement and any amendments thereto prepared in
accordance  with  Ohio Statute and to be  recorded  with  the
County  Recorder's  Office  where  the  Leased  Premises  are
situate immediately following the recording of the Memorandum
of  Lease between the parties hereto.  Lessee represents  and
warrants that a Notice of Commencement has not been and  will
not  be recorded prior to the recording of the Memorandum  of
Lease.   Lessee  shall  post and keep posted  the  Notice  of
Commencement  and  all amendments thereto  in  a  conspicuous
place   on   the  Leased  Premises  during  the   course   of
construction  of the Project.  Lessee further represents  and
warrants to timely comply with all provisions of Ohio Statute
respecting  keeping  the Leased Premises free  of  mechanic's
liens  and  failure  to do so shall be  deemed  an  Event  of
Default  as  defined under the Net Lease Agreement  and  this
Agreement.  Lessee shall provide Lessor with a copy  of  each
Notice of Furnishing (as defined in Ohio Statute) received by
Lessee  during the course of construction of any Improvements
on the Leased Premises.

                          ARTICLE VII
             CONDITIONS PRECEDENT TO A DISBURSEMENT

It shall be a condition precedent to each Disbursement under this
Development Financing Agreement that:

1.  DEVELOPMENT FINANCING DOCUMENTS - The Development Financing
Documents  shall  have been duly executed  and  delivered  to
Lessor and shall be in full force and effect.

2.   LESSEE EQUITY - Lessee shall have paid all of the Lessee
Equity  funds  into the Project before the first Disbursement
(or  any subsequent Disbursement if additional Lessee  Equity
should be required) and Lessee shall deliver evidence of such
payment reasonably satisfactory to Lessor.

3.  DEVELOPMENT FINANCING BALANCE - As of the date immediately
prior  to  any  Disbursement, the total amount of  unadvanced
proceeds of the Development Financing shall be sufficient, in
the commercially reasonable opinion of Lessor (the opinion of
Lessor  being based upon affidavit of the General Contractor,
the  Project  Architect, the Inspecting Architect,  or  other
reliable  licensed third party contractor)  to  complete  the
Improvements free of liens.  To the extent the total  of  the
unadvanced  proceeds of the Development  Financing  shall  be
insufficient,  at  any time, in Lessor's reasonable  opinion,
(based  upon  the affidavit as set forth above)  to  complete
the  Improvements,  or  be less than the  total  Construction
Costs  not  yet  paid  for  or not  yet  incurred  (including
interest accruing for the remainder of the term or extensions
thereof,  if any), the Lessee shall immediately deposit  with
the  Lessor or with Title, as additional Lessee Equity funds,
an amount equal to such deficiency and such additional Lessee
Equity  funds  shall be disbursed by LTIC-CDD  prior  to  the
Disbursement  of any further advance or advances  under  this
Agreement.

4.  NO DEFAULT - No event of default, which remains uncured after
the  expiration of applicable cure periods, shall exist under
this Agreement or the Development Financing Documents.

5.   REPRESENTATIONS AND WARRANTIES - The representations and
warranties  in Article V hereof shall be true and correct  on
and as of the date of each Disbursement.

6.   COVENANTS - Lessee shall have complied with all  of  the
covenants made by it in Article VI hereof.

7.   SWORN  CONSTRUCTION STATEMENT -  Prior  to  the  initial
disbursement  hereunder, the Lessee shall have  submitted  to
Lessor  and  Title  a  Construction  Cost  Statement  or  the
Construction  Contract  (if  such  information  is  contained
therein)  sworn  to by Lessee and Contractors reflecting  all
major  Sub-Contractors  or  materialmen  who  shall  then  be
engaged  in furnishing labor, materials or supplies  for  the
Improvements.   The list should show the  name  of  each  and
every Contractor, Sub-Contractor and materialman (or at least
such  entities or individuals whose contract is in excess  of
$5,000),  its address and an estimate of the dollar value  of
the  work, labor and materials to be done or supplied  and  a
general  statement of the nature of the work to  be  done  or
materials to be supplied by each Contractor.  Thereafter,  if
such  list should change or new subcontractors shall  execute
contracts  not reflected on the above list, the Lessee  shall
furnish  to  the  Lessor any amendments or additions  to  the
original statement as so submitted.

8.   APPLICATION FOR PAYMENT - Lessor shall have received  an
Application for Payment pursuant to Article VIII hereof.

9.  TITLE - Title shall issue its endorsement to the title policy
insuring  the  Lessor as fee owner under the  policy  in  the
aggregate  amounts  of  all  prior  Disbursements   and   the
requested Disbursement.

10.   WORK  IN  PLACE  - All work or materials  for  which  a
Disbursement  is requested shall be in place and incorporated
into the Improvements.

11.  AMENDED NOTICE OF COMMENCEMENT - Lessee shall provide Lessor
with  any  amended Notice of Commencement filed in accordance
with  Ohio Statute, and any Notice of Furnishing (as  defined
in  Ohio  Statute) received by Lessee during  the  course  of
construction of any Improvements on the Leased Premises.

                          ARTICLE VIII
   METHODS OF DISBURSEMENTS OF DEVELOPMENT FINANCING PROCEEDS

The Development Financing shall be disbursed (a "Disbursement")
as follows:

1.  PROCEDURE - Not more often than monthly, Lessee may submit an
Application  for  Payment  in the  form  attached  hereto  as
Exhibit "C" requesting the Disbursement of proceeds under the
Development  Financing, which request shall be  submitted  to
Lessor and to LTIC-CDD at least five (5) business days  prior
to  the  date on which a Disbursement is requested.  Provided
the  conditions of this Development Financing  Agreement  are
met  on  the  date requested for such advance,  Lessor  shall
advance to LTIC-CDD amounts certified to be currently payable
by Lessee (excluding the retainage hereinafter specified) for
the   then  incurred  portion  of  Total  Construction  Costs
pursuant  to  the Application for Payment.  All  costs  shall
have  been  approved  in  writing by the  Project  Architect,
Lessee,  Contractor,  and  if  required  by  Lessor,  by  the
Inspecting  Architect.  All interest  accruing  need  not  be
disbursed   to   LTIC-CDD,  but  may   be   immediately   and
automatically credited by Lessor to the Development Financing
account.  LTIC-CDD shall disburse all funds advanced to it by
Lessor  in accordance with the terms and provisions  of  this
Agreement and any special escrow requirements imposed by LTIC-
CDD  as  a  condition to its acting as the  disbursing  agent
hereunder.    The  disbursed  proceeds  of  the   Development
Financing shall bear interest from and including the date  of
disbursement  to  LTIC-CDD or the date of  credit  by  Lessor
provided  that in the event LTIC-CDD shall fail  to  disburse
any advances within five (5) business days after the date set
for  an advance, LTIC-CDD shall return said advance to Lessor
and  interest on such advance shall abate from and after  the
date  of such return.  Any amounts disbursed to LTIC-CDD  and
returned by LTIC-CDD to the Lessor shall not be deemed to  be
advanced  under  the Development Financing  Documents.   Each
Application  for Payment shall clearly set forth the  amounts
due  to  Lessee  and to each Contractor out of the  requested
Development  Financing  and  shall  be  accompanied  by   the
following:

      a.   A  Draw  Request Certificate in the form  attached
hereto  as  Exhibit  "D" certifying that each  contractor  or
materialman  for which payment is requested in  the  relevant
Application for Payment has satisfactorily completed the work
or  furnished the materials for which payment is requested in
accordance  with the applicable contract; that all  work  for
which  an  Application  for  Payment  is  made  substantially
conforms  to the Contract Documents and any approved changes,
and  is  in  place; and that sufficient funds remain  of  the
undisbursed  Development Financing proceeds to  complete  the
Project  and  that all funds previously disbursed  have  been
applied as per the previous Application for Payment.

      b.  Waivers of Mechanics' Liens and Materialmen's Liens
executed  by  all  Contractors for  all  work  done  and  all
materials  furnished to the Leased Premises and  included  in
such  current Application for Payment, or evidence reasonably
required by Title to insure over the same by special specific
endorsement,  or  such other releases  or  lien  pursuant  to
bonding or otherwise to prevent such liens from attaching  to
the Leased Premises.

      c.  Waivers of Mechanics' Liens and Materialmen's Liens
executed  by  all Sub-Contractors and workmen and materialmen
for  all work done and all materials furnished to the  Leased
Premises   and   included   in  the   immediately   preceding
Application  for Payment, or evidence reasonably required  by
Title   to   insure   over  the  same  by  special   specific
endorsement,  or  such other releases  or  lien  pursuant  to
bonding or otherwise to prevent such liens from attaching  to
the Leased Premises.

      d.   Such other supporting evidence, including invoices
and  receipts  as may be requested by Lessor or  LTIC-CDD  to
substantiate  all payments which are to be made  out  of  the
Disbursement  or to substantiate all payments  then  made  in
respect to the Project.

2.  INTEREST ADVANCE - If interest has accrued on the Development
Financing  and  is unpaid or fees are payable to  the  Lessor
hereunder, Lessor shall be, and hereby is, authorized at  any
time   to  advance  to  itself  from  the  proceeds  of   the
Development  Financing  the  total  amount  of  such  accrued
interest and fees, whether or not an Application for  Payment
has been submitted by the Lessee and the same shall be deemed
to be an advance of the proceeds of the Development Financing
under  this  Agreement in the same manner and with  the  same
effect  as  if  advanced under the provisions above.   It  is
understood Lessor may establish an automatic interest reserve
whereby  Lessor  may withdraw from the Development  Financing
account  on  a  regular  basis the accrued  interest  on  the
Development  Financing  and credit the Development  Financing
balance with the same.

3.  ASSESSMENT AND TAX ADVANCE - As taxes and assessments become
due  on the Leased Premises, Lessor shall be, and hereby  is,
authorized  to  advance  to  itself  automatically  from  the
proceeds  of the Development Financing, the total  amount  of
such taxes and assessments and the same shall be deemed to be
an advance of the proceeds of the Development Financing under
this Agreement in the same manner and with the same effect as
if  advances  under the provisions above, if  not  previously
paid  before due pursuant to Lessee's obligations  under  the
Lease.

4.   DISBURSE UNDER DEVELOPMENT FINANCING DOCUMENT - All sums
advanced and disbursed hereunder shall be disbursed under and
shall be secured by the Development Financing Documents.

5.  PAYMENTS TO SUBCONTRACTORS - In its reasonable discretion
LTIC-CDD  may make payments directly to any subcontractor  or
materialman.

6.  RETAINAGE - Each Disbursement shall be limited to an amount
equal  to  ninety  percent (90%) of the value,  exclusive  of
Contractor's profit and overhead, of the materials and  labor
furnished  to  the  Leased Premises and the  balance  (herein
called  the Retainage) shall be retained by Lessor,  provided
that  thirty (30) days after completion by each subcontractor
or  materialman  of his subcontract Lessor will  disburse  to
such party, or to the Contractor on behalf of such party  the
Retainage  withheld  from  said party,  provided  that  as  a
condition  to  such  disbursement  the  Lessee  and   Project
Architect  and  the  Inspecting Architect  shall  certify  to
Lessor the date that such Party's subcontract has been  fully
and   satisfactorily  completed  and  the  subcontractor   or
materialmen shall have supplied Title with satisfactory final
lien  waivers, including final lien waivers for  any  of  its
submaterialmen  or sub- contractors and the  requirements  of
any  bonding  company  issuing  the  Bonds  shall  have  been
fulfilled.   Any  Retainage  due  the  Contractor  for   work
performed  or materials furnished by the Contractor  and  the
final  balance of Contractor's profit and overhead  shall  be
disbursed on the Final Disbursement Date pursuant to  Article
IX   hereof.   Contractor's  profit  and  overhead  shall  be
disbursed  based upon and in proportion to the percentage  of
completion  of  the  Project, or amounts  payable  under  the
Construction Contract for work actually performed,  whichever
is less, as certified by the Project Architect.

                           ARTICLE IX
              FINAL DEVELOPMENT FINANCING BALANCE

Unless and until Lessor and Lessee have entered into a mutually
satisfactory  escrow holdback and undertaking  agreement  to,
inter  alia, complete the Improvements and otherwise  satisfy
the  requirements of this Article IX, at no time  and  in  no
event  shall Lessor be obligated to disburse the  balance  of
the  proceeds  of  the Development Financing,  including  any
Retainage  until the date the following have  been  satisfied
(the "Final Disbursement Date"):

1.  Lessor shall have received reasonably satisfactory evidence
of  the  final completion of the Improvements in  substantial
accordance with the Contract Documents and the Certificate of
Final  Completion from the Project Architect accepted by  the
Contractor and Lessee.

2.   Lessor shall have received satisfactory as-built surveys
reflecting  the final location of the Improvements  as  fully
completed  on  the  Leased Premises in  accordance  with  the
Contract  Documents,  said  survey  to  be  prepared   by   a
registered or licensed surveyor bearing his registry  number,
certifying  to  Lessor  as to the legal  description  of  the
Leased  Premises and showing all Improvements located on  the
Leased  Premises  and indicating the street  address  of  the
Improvements,  absence  of any encroachments  on  the  Leased
Premises  or  from  the Leased Premises onto  adjacent  land,
showing all access points, and showing conformance to all set
back  requirements and delineating all utility easements that
are  specifically legally described, rights of way and  other
matters affecting the Leased Premises, and certifying  as  to
the total acreage of the land, the exterior dimensions of the
Improvements, and the number of parking spaces, if  any,  and
such other matters as Lessor may reasonably request.

3.   Lessor shall have received a requisite affidavit of  the
Lessee, Contractor and Project Architect, and approved by the
Inspecting Architect certifying as to the final cost  of  the
Improvements.

4.  Title shall have been furnished with such final lien waivers
sufficient  in the opinion of Title to dissolve any  possible
Mechanic's  and Materialman's Liens affecting  title  to  the
Leased Premises or Lessee shall have provided a bond or other
security sufficient to remove the lien as an encumbrance upon
title to the Leased Premises and Title shall have issued  its
endorsements  to  the  title policy  increasing  the  insured
coverage to the full amount of all sums disbursed under  this
Development Financing Agreement.

5.  Lessor shall have received evidence that all of the terms,
provisions  and conditions on the part of the  Lessee  to  be
performed  or caused to be performed hereunder and under  the
Lease,  including  but  not  limited  to  obtaining  casualty
insurance  for  the full insurable value of the Improvements,
have been fulfilled to the satisfaction of Lessor.

6.  Lessor shall have received a Final Certificate of Occupancy
issued by the appropriate governmental authority covering the
Improvements and a Certificate of Substantial Completion from
the  Project  Architect indicating that the  Improvements  as
built  comply with all building codes and zoning  ordinances,
including  any plat requirements or requirements of  recorded
operating  covenants  or  agreements  affecting  the   Leased
Premises.

7.  All remaining uncompleted "punch list" items shall have been
satisfactorily completed.

8.   The requirements of all bonding companies, if any,  with
respect to release of retainage shall have been met.

9.  An amendment to the Lease shall be executed by Lessee and
Lessor setting forth the date the first Lease Year shall  end
and  the  Rent for the balance of the first Lease  Year,  and
evidencing   the   satisfaction  and  termination   of   this
Agreement.

                           ARTICLE X
                       EVENTS OF DEFAULT

An "event of default" shall be deemed to have occurred hereunder
and under the Lease, if:

1.  DEFAULT UNDER DEVELOPMENT FINANCING DOCUMENTS - Any default
or  event of default occurs (which remains uncured after  the
expiration of any applicable cure period as may be set  forth
in  any  Development Financing Document)  under  any  of  the
Development Financing Documents as defined therein; or

2.  FAILURE TO COMPLETE CONSTRUCTION - Lessee shall fail for any
reason,   except  Lessor's  wrongful  refusal  to  fund   the
Development  Financing  pursuant  to  the  terms  hereof,  to
substantially  complete the construction of the  Improvements
by the Completion Date; or

3.  BREACH OF AGREEMENT - Lessee breaches or fails to perform,
observe  or meet any covenant or condition of this Agreement,
provided,  however,  with  respect to  non-monetary  defaults
hereunder,  Lessee shall have twenty days after  notice  from
Lessor  to cure such non-monetary default, or if such default
(but for the payment of monies) cannot be cured within twenty
days,  such  longer  time as may be reasonably  necessary  to
effect  a  cure if Lessee is diligently pursuing a course  of
conduct reasonably designed to cure the default.; or

4.  BREACH OF WARRANTY - Any warranties made or agreed to be made
in  any  of  the  Development  Financing  Documents  or  this
Agreement  shall be breached by Lessee or shall prove  to  be
false or misleading, and the same shall not be cured or  made
to be true and correct within the applicable cure periods; or

5.  FILING OF LIENS AGAINST THE LEASED PREMISES - Any lien for
labor,  material, taxes or otherwise shall be  filed  against
the Leased Premises and such lien shall not be promptly paid,
released,  contested in an appropriate forum, or bonded  over
to  Lessor's  reasonable satisfaction before the  lien  shall
materially   adversely  affect  Lessor's  interest   in   the
Premises; or

6.  LITIGATION AGAINST LESSEE - Any suit shall be filed against
Lessee,  and  is not resolved within 120 days and,  which  if
adversely determined, could substantially impair the  ability
of  Lessee  to perform each and every one of its  obligations
under  and  by virtue of the Development Financing Documents;
or

7.   LEVY UPON THE LEASED PREMISES - A levy be made under any
process  on  the Leased Premises and such levy shall  not  be
promptly Bonded over prior to the execution of such levy; or

8.  TRANSFER OF LEASED PREMISES - Lessee shall without the prior
written  consent  of Lessor, voluntarily or by  operation  of
law,  sell, transfer, convey or encumber all or any  part  of
its  interest  in  the  Leased Premises  or  in  any  of  the
personalty located thereon, or used or intended to be used in
connection therewith; or

9.  ABANDONMENT - Lessee abandons the project or delays or ceases
work  thereon for a period of fifteen consecutive (l5)  days,
or  delays construction or suffers construction to be delayed
for  any  period  of time for any reason whatsoever  so  that
completion  of  Improvements cannot be  accomplished  in  the
judgment of Lessor on or before the Completion Date,  subject
to force majeure; or

10.  BANKRUPTCY - Lessee shall make an assignment for the benefit
of  its creditors or shall admit in writing its inability  to
pay its debts as they become due or shall file a petition  in
bankruptcy or shall be adjudicated a bankrupt or insolvent or
shall   file   a   petition   seeking   any   reorganization,
dissolution,     liquidation,    arrangement,    composition,
readjustment, or similar relief under any present  or  future
bankruptcy or insolvency statute, law or regulation, or shall
file  an  answer admitting to or not contesting the  material
allegations  of  a  petition filed against  it  in  any  such
proceedings, or shall not have the same dismissed or vacated,
or  shall seek or consent or acquiesce in the appointment  of
any trustee, receiver or liquidator of a material part of its
properties,  or shall not after the appointment  without  the
consent  or  acquiescence of it of a  trustee,  receiver,  or
liquidator of any material part of its properties  have  such
receiver, liquidator or appointment vacated; or

11.  EXECUTION LEVY - Execution shall have been levied against
the  Leased Premises or any lien creditors commence  suit  to
enforce  a judgment lien against the Leased Premises or  such
action  or  suit  shall have been brought and  shall  not  be
immediately  bonded over and shall continue unstayed  and  in
effect for a period of more than 120 consecutive days; or

12.  ATTACHMENT - Any part of the Lessor's commitment to make the
advances hereunder shall at any time be subject or liable  to
attachment or levy at the suit of any creditor of the  Lessee
or  at  the  suit  of any subcontractor or  creditor  of  the
Contractor and shall remain unstayed prior to the time Lessor
shall be obligated to comply with the same; or


                           ARTICLE XI
                       REMEDIES OF LESSOR

Lessee hereby agrees that the occurrence of any one or more of
the events of default set out in Article X hereof, shall also
constitute  an event of default under each of the Development
Financing  documents,  thereby entitling  Lessor,  after  the
expiration  of any applicable cure period, at its option,  to
proceed to exercise any or all of the following remedies:

1.   EXERCISE  OF REMEDIES - To exercise any of  the  various
remedies   provided  in  any  of  the  Development  Financing
Documents, including the acceleration of the Put described in
Articles XIV hereof;

2.   CUMULATIVE RIGHTS - Cumulatively to exercise  all  other
rights, options and privileges provided by law;

3.  CEASE MAKING ADVANCES - To refrain from making any advances
under  this Agreement but Lessor may make advances after  the
happening of any such event without thereby waiving the right
to  refrain from making other further advances or to exercise
any of the other rights Lessor may have.

4.   RIGHTS TO ENTER - To require Lessee to vacate the Leased
Premises and permit Lessor (whether prior to the exercise  of
the Put or during any period prior to the closing of the sale
pursuant to the Put);

   (a)  To enter into possession;

   (b)   To  perform or cause to be performed any and  all
work  and  labor  necessary to complete the  Improvements  in
accordance with the Plans and Specifications;

   (c)   To  employ security watchmen to protect the  Leased
Premises; and

         (d)  To  disburse  that portion of  the  Development
Financing  Proceeds not previously disbursed  (including  any
Retainage)   to   the  extent  necessary  to   complete   the
construction  of  the  Improvements in  accordance  with  the
Contract  Documents and if the completion requires  a  larger
sum than the remaining undisbursed portion of the Development
Financing,  to disburse such additional funds, all  of  which
funds  so  disbursed by Lessor shall be deemed to  have  been
disbursed  to  Lessee.   For  this  purpose,  Lessee   hereby
consents   upon  an  uncured  default  by  Lessee  after  the
expiration of any applicable notice and cure period,  to  the
Lessor  taking  the following actions, or  not,  in  Lessor's
reasonable  discretion: to complete the construction  of  the
Improvements  in the name of the Lessee, and hereby  empowers
Lessor  to take all actions necessary in connection therewith
including  but  not  limited to using  any  funds  of  Lessee
including  any  balance which may be held in escrow  and  any
funds  which may remain unadvanced hereunder for the  purpose
of  completing  the said portion of the Improvements  in  the
manner  called for by the Contract Documents;  to  make  such
additions  and  changes  and  corrections  in  the   Contract
Documents  which shall be necessary or desirable to  complete
the  said  portion  of the Improvements in substantially  the
manner contemplated by the Contract Documents; to employ such
contractors,   subcontractors,   agents,   architects,    and
inspectors  as shall be required for said purposes;  to  pay,
settle  or compromise all existing or future bills and claims
which  are  or may be liens against said Leased Premises,  or
may  be necessary or desirable for the completion of the said
portion of the Improvements or the clearance of title to  the
Leased Premises; to execute all applications and certificates
in   the  name  of  Lessee  which  may  be  required  by  any
construction  contract  and to do  any  and  every  act  with
respect  to  the  construction of the  said  portion  of  the
Improvements  which Lessee may do in its own  behalf.  Lessor
shall also have power to prosecute and defend all actions and
proceedings in connection with the construction of  the  said
portion  of  the  Improvements and to take  such  action  and
require   such   performance  as  it  deems  necessary.    In
accordance  therewith, Lessee hereby assigns  and  quitclaims
unto  Lessor  all  sums  to be advanced  hereunder  including
Retainage.   Any  funds so disbursed or fees  or  charges  so
incurred  shall be included in any amount necessary  for  the
Lessee to pay pursuant to the Put.

      (e)   To discontinue making advances hereunder  to  the
Lessee  and  to  terminate Lessor's  obligations  under  this
Agreement.

5.  RIGHTS NON CUMULATIVE - No right or remedy by this Agreement
or  by  any  Development  Financing  Document  or  instrument
delivered  by the Lessee pursuant hereto, conferred  upon  or
reserved  to  the  Lessor  shall be  or  is  intended  to  be
exclusive  of  any other right or remedy and each  and  every
right  and remedy shall be cumulative and in addition to  any
other right or remedy or now or hereafter arising at a law or
in  equity  or  by statute.  Except as Lessor  may  hereafter
otherwise agree in writing, no waiver by Lessor or any breach
by   or   default  of  Lessee  of  any  of  its  obligations,
agreements, or covenants under this Agreement shall be deemed
to  be  a waiver of any subsequent breach of the same or  any
other  obligation,  agreement  or  covenant,  nor  shall  any
forbearance  by  Lessor to seek a remedy for such  breach  be
deemed  a  waiver of its rights and remedies with respect  to
such a breach, nor shall Lessor be deemed to have waived  any
of  its  rights  and  remedies unless it be  in  writing  and
executed with the same formality as this Agreement.

6.  EXPENSES - The Development Financing and this Agreement and
the  performance by the Lessor or Lessee of their obligations
hereunder  shall be without cost and expense to  the  Lessor,
all  of which costs and expenses the Lessee agrees to pay and
hold Lessor harmless of and payment of which shall be secured
by the Development Financing Documents.  Specifically, Lessee
agrees to pay all title charges, surveyor's fees, appraisals,
loan fees and attorney's fees and costs and the like incurred
in connection with this Agreement.

                          ARTICLE XII
              GENERAL CONDITIONS AND MISCELLANEOUS

The following conditions shall be applicable throughout the term
of this Agreement:

1.  RIGHTS OF THIRD PARTIES - All conditions of the obligations
of   Lessor  hereunder,  including  the  obligation  to  make
disbursements  are  imposed solely and  exclusively  for  the
benefit of Lessee, and no other person shall have standing to
require  satisfaction of such conditions in  accordance  with
their  terms or be entitled to assume that Lessor will refuse
to make advances in the absence of strict compliance with any
or  all  thereof,  and  no  other  person  shall,  under  any
circumstances,  be  deemed  to  be  a  beneficiary  of   such
conditions,  any  and all of which may be  freely  waived  in
whole  or  in  part  by Lessor at any time  if  in  its  sole
discretion  it  deems it desirable to do so.  In  particular,
Lessor  makes  no representations and assumes  no  duties  or
obligations as to third parties concerning the quality of the
construction of the Improvements or the absence therefrom  of
defects.   In  this connection, Lessee agrees  to  and  shall
indemnify  Lessor  from  any  liability,  claims  or   losses
resulting  from the disbursement of the Development Financing
proceeds or from the condition of the Leased Premises whether
related  to  the  quality of construction  or  otherwise  and
whether  arising during or after the term of the  Development
Financing  made by Lessor to Lessee in connection  therewith,
except  for  Lessor's gross negligence or willful misconduct.
This   provision  shall  survive  the  termination  of   this
Agreement and shall continue in full force and effect so long
as  the  possibility of any such liability, claims or  losses
exists.

2.  EVIDENCE OF SATISFACTION OF CONDITIONS - Any condition of
this  Agreement which requires the submission of evidence  of
the  existence or non- existence of a specified fact or facts
implies  as  a condition the existence or non- existence,  as
the case may be, of such fact or facts, and Lessor shall,  at
all   times,  be  free  independently  to  establish  to  its
reasonable satisfaction such existence or non-existence.

3.  ASSIGNMENT - Lessee may not assign this Development Financing
Agreement  or  any  of  its rights or  obligations  hereunder
without the prior written consent of Lessor.

4.  SUCCESSORS AND ASSIGNS - Whenever in this Agreement one of
the  parties hereto is named or referred to, the heirs, legal
representatives, successors and assigns of such parties shall
be  included  and all covenants and agreements  contained  in
this  Agreement by or on behalf of the Lessee  or  by  or  on
behalf  of the Lessor shall bind and inure to the benefit  of
their respective heirs, legal representatives, successors and
assigns, whether so expressed or not.

5.   HEADINGS - The headings of the sections, paragraphs  and
subdivisions  of  this Agreement are for the  convenience  of
reference  only, and are not to be considered a  part  hereof
and  shall  not limit or otherwise affect any  of  the  terms
hereof.

6.  INVALID PROVISIONS TO AFFECT NO OTHERS - If fulfillment of
any  provision hereof, or any transaction related thereto  at
the  time  performance of any such provision  shall  be  due,
shall  involve transcending the limit of validity  prescribed
by  law,  then,  ipso facto, the obligation to  be  fulfilled
shall  be  reduced  to the limit of such validity;  and  such
clause  or  provision shall be deemed invalid as  though  not
herein  contained, and the remainder of this Agreement  shall
remain operative in full force and effect.

7.  NUMBER AND GENDER - Whenever the singular or plural number,
masculine  or  feminine or neuter gender is used  herein,  it
shall equally include the other.

8.  AMENDMENTS - Neither this Agreement nor any provision hereof
may  be changed, waived, discharged or terminated orally, but
only  by an instrument in writing signed by the party against
whom   enforcement  of  the  change,  waiver,  discharge   or
termination is sought.

9.  NOTICES - Any notice which any party hereto may desire or may
be required to give to any of the parties shall be in writing
and the mailing thereof by certified mail, or equivalent,  to
the respective parties' addresses set forth hereinabove or to
such  other  place  such  party  may  by  notice  in  writing
designate  as its address shall constitute service of  notice
hereunder.

10.  GOVERNING LAW - This Development Financing Agreement is made
and  executed pursuant to and is intended to be  governed  by
the laws of the State where the Leased Premises are located.

11.  FORCE MAJEURE - Anything in this Agreement to the contrary
notwithstanding, Lessee shall not be deemed in  default  with
respect  to  the performance of any of the terms, provisions,
covenants, and conditions of this Agreement (except  for  the
payment  of  all  other monetary sums payable  hereunder,  to
which the provisions of this Section shall not apply), if the
same  shall  be due to any strike, lockout, civil  commotion,
warlike   operations,   invasion,   rebellion,   hostilities,
sabotage,     governmental    regulations    or     controls,
impracticability of obtaining any materials or labor  (except
due to the payment of monies), shortage or unavailability  of
a  source of energy or utility service, Act of God, casualty,
adverse   weather  conditions,  or  any  cause   beyond   the
reasonable  control of Lessee (except due to the  payment  of
monies).  Provided, however, in order to invoke the extension
of the Completion Date afforded by this section, Lessee shall
notify  Lessor in writing within five days of the  occurrence
of  such force majeure, and in any event the Completion  Date
shall be extended as a result of such occurrence no more than
reasonably necessary and in no event no more than 90 days.

                          ARTICLE XIII
  DAMAGE, DESTRUCTION, CONDEMNATION, USE OF INSURANCE PROCEEDS

    1.  DAMAGE OR DESTRUCTION OF THE LEASED PREMISES.  Lessee
will  give  the  Lessor prompt notice of  any  damage  to  or
destruction  of  the  Leased Premises and  in  case  of  loss
covered  by policies of insurance the Lessor (whether  before
or  after  the  exercise of the Put if Lessee be  in  default
hereof)  is  hereby authorized at its option  to  settle  and
adjust any claim arising out of such policies and collect and
receipt  for  the proceeds payable therefrom, provided,  that
the  Lessee  may  itself adjust and collect  for  any  losses
arising out of a single occurrence aggregating not in  excess
of  $50,000.00.  Any expense incurred by the  Lessor  in  the
adjustment  and  collection of insurance proceeds  (including
the  cost of any independent appraisal of the loss or  damage
on  behalf of Lessor) shall be reimbursed to the Lessor first
out  of any proceeds.  The proceeds or any part thereof shall
be  applied to reduction of the Put Price, which Put may then
be  exercised  by  Lessor, without  the  application  of  any
prepayment  premium, or to the restoration or repair  of  the
Leased  Premises, the choice of application to be  solely  at
the discretion of Lessor.

   2.  CONDEMNATION.  Lessee will give the Lessor prompt notice
of  any  action,  actual or threatened,  in  condemnation  or
eminent  domain  affecting  the Leased  Premises  and  hereby
assigns,  transfers, and sets over to the Lessor  the  entire
proceeds  of any award or claim for damages for  all  or  any
part  of the Leased Premises taken or damaged under the power
of  eminent  domain or condemnation, the Lessor being  hereby
authorized to intervene in any such action and to collect and
receive  from  the  condemning authorities  and  give  proper
receipts and acquittances for such proceeds.  Lessee will not
enter  into  any  agreements with  the  condemning  authority
permitting or consenting to the taking of the Leased Premises
unless  prior  written consent of Lessor  is  obtained.   Any
expenses incurred by the Lessor in intervening in such action
or collecting such proceeds shall be reimbursed to the Lessor
first  out of the proceeds.  The proceeds or any part thereof
shall be applied to reduction of the Put Price, which Put may
then  be exercised by Lessor, without the application of  any
prepayment  premium, or to the restoration or repair  of  the
Leased  Premises, the choice of application to be  solely  at
the discretion of Lessor.

   3.  DISBURSEMENT OF INSURANCE AND CONDEMNATION PROCEEDS.  Any
restoration or repair shall be done under the supervision  of
an  architect acceptable to Lessor and pursuant to plans  and
specifications approved by the Lessor.  Subject to  paragraph
4  below,  in  any case where Lessor may elect to  apply  the
proceeds to repair or restoration or permit the Lessee to  so
apply  the  proceeds they shall be held by  Lessor  for  such
purposes and will from time to time be disbursed by Lessor to
defray  the  costs of such restoration or repair  under  such
safeguards  and controls as Lessor may reasonably require  to
assure  completion in accordance with the approved plans  and
specifications and free of liens or claims.  Lessee shall  on
demand deposit with Lessor any sums necessary to make up  any
deficits between the actual cost of the work and the proceeds
and  provide such lien waivers and completion bonds as Lessor
may  reasonably require.  Any surplus which may remain  after
payment  of  all  costs of restoration or   repair  shall  be
applied  against  the  rent then most remotely  to  be  paid,
whether  due  or  not, without application of any  prepayment
premium or credit.

    4.   LESSOR TO MAKE PROCEEDS AVAILABLE.  In the event  of
insured  damage  to the improvements or in  the  event  of  a
taking  by condemnation of only a portion of the improvements
or  land  area  of  the Leased Premises,  and  provided,  the
portion remaining can with restoration or repair continue  to
be  operated for the purposes utilized immediately  prior  to
such  damage  or taking, and if the appraised  value  of  the
Leased  Premises after such restoration or repair  shall  not
have  been reduced, and provided further, no event of default
exists  under  this  Agreement after the  expiration  of  any
applicable  cure periods and Lessee is diligently pursuing  a
course  of conduct reasonably designed to cure such  default,
and  the Lessee certified to Lessor their intention to remain
in possession of the Leased Premises without any abatement or
adjustment of rental payments, the Lessor agrees to make  the
proceeds  available  to  the restoration  or  repair  of  the
improvements  on the Leased Premises in accordance  with  the
provisions of paragraph 3 hereof.

                          ARTICLE XIV
                   MANDATORY PUT UPON DEFAULT

   Should Lessee commit an event of Default under this Agreement
or  any  Development Financing Document (after the expiration
of   any   applicable  notice  and  cure  period)   ("Uncured
Default"), Lessor shall have the following rights:

    Upon  an  Uncured  Default, or damage or  destruction  or
condemnation   of  the  Leased  Premises  not  addressed   by
paragraph  XIII  (4),  if  Lessor  elects  to  exercise   the
following  option, Lessee shall purchase the Leased  Premises
from Lessor subject to the following terms and conditions:

                            A.    The purchase price at which
     Lessor  shall sell the Leased Premises to Lessee,  shall
     be the total amount of Initial Disbursed Funds disbursed
     by  Lessor to acquire the Leased Premises at the Closing
     Date  (as  defined in the Commitment),  plus  the  total
     amount  of  funds disbursed pursuant to this  Agreement,
     plus  all  accrued  interest and  incurred  expenses  of
     Lessor  fundable  pursuant to this Agreement,  plus  all
     reasonable  costs of collection and enforcement  of  the
     terms hereof.

                           B.    At such time as Lessor shall
     elect  to  sell the Leased Premises, Lessor  shall  give
     Lessee  written  notice of its intent  to  exercise  its
     option  to sell the Leased Premises to Lessee, including
     in  such  notice  Lessor's calculation of  the  Purchase
     Price  through  the actual closing of the  sale  of  the
     Leased  Premises to Lessee pursuant to the terms  hereof
     (the  "Sale Date"), which shall be sixty days from  such
     notice  by Lessor.  Lessee shall on or before  the  Sale
     Date  deliver  the  purchase  price  as  set  forth   in
     subparagraph (A) of this Article to Lessor.   Upon  such
     delivery,  which  shall be preceded  by  ten  (10)  days
     notice  to  Lessor,  Lessor shall deliver  to  Lessee  a
     warranty deed and appropriate affidavits evidencing that
     Lessor  transfers the Leased Premises to Lessee  subject
     to  restrictions,  easements or other encumbrances  upon
     title  existing  as  of the date of  delivery,  if  any,
     except to the extent, if any, placed of record or caused
     by  Lessor.   The  purchase price to be paid  to  Lessor
     shall be a net amount.  All expenses in connection  with
     the  transfer of the Leased Premises, including, but not
     limited  to  appraisal fees, title insurance,  recording
     fees,   documentary   stamps,  conveyance   tax,   title
     evidence, and all other closing costs, shall be paid  by
     the  Lessee.  The purchase price shall be paid by Lessee
     in  cash  to Lessor concurrently with the conveyance  of
     the  Leased  Premises by the Lessor to the  Lessee.   If
     Lessor  elects  to  sell the Leased Premises  to  Lessee
     pursuant to the terms hereof, the Leased Premises  shall
     be conveyed by the Lessor to the Lessee "As Is".

   If Lessee shall fail to pay the Purchase Price on or before
the  Sale Date, Lessor may terminate the Lease, and sell  the
Leased  Premises  to any third party purchaser.   Lessor  may
then  send Lessee notice of the shortfall (the "Deficiency"),
if  any,  between the amount of the net proceeds received  by
Lessor  in  such  sale,  and  the  total  amount  of  Initial
Disbursed Funds disbursed by Lessor to acquire the Parcel  at
the  Closing  Date (as defined in the Commitment),  plus  the
total  amount of funds disbursed pursuant to this  Agreement,
plus  all  accrued interest and incurred expenses  of  Lessor
fundable  pursuant  to this Agreement,  plus  all  reasonable
costs  of  collection and enforcement of  the  terms  hereof.
Lessee  shall  immediately upon receipt  of  such  notice  of
Deficiency  remit the amount of the Deficiency in good  funds
to Lessor.

   Lessor's rights under this Mandatory Put shall expire on the
Final  Disbursement Date when the amendment to the Lease  has
been  executed  by  all parties as set forth  in  Article  IX
hereof.

                           ARTICLE XV
          RENT, INTEREST, AND RENTAL MODIFICATION DATE

1.  Rent shall be payable by Lessee and calculated as follows, on
the  funds  advanced by Lessor on the Closing  Date  for  the
purchase  of the land and related closing costs (the "Initial
Disbursed  Funds"):  Rent shall accrue in  the  amount  of  $
6,043.33  per  month  absent an uncured  Default  by  Lessee;
absent an uncured Default, accrued rent during the period  of
construction  of the Improvements shall not be payable  until
the  Final  Disbursement Date.   Upon the  occurrence  of  an
uncured  Default, all accrued rent shall be  immediately  due
and payable.

   On the Rental Modification Date, if not otherwise in default
hereunder,  Lessee shall begin paying Rent by  the  first  of
each  month (prorata for the balance of any partial month  in
which the

Rental Modification Date occurs, payable with the first  such
adjusted  Rent  payable on the first day of  the  first  full
month  following the Rental Modification Date) in the  amount
of   $9,065.00   per  month  out of  pocket.   On  the  Final
Disbursement Date, absent an Uncured Default, Rent  shall  be
adjusted  and  documented by the lease amendment contemplated
in  Article  IX  hereof and paid to Lessor  as  described  in
Article F. of the Commitment.
     
    2.  Disbursed proceeds of the Development Financing shall
accrue  interest at a rate of seven percent (7.0%) per annum,
which  interest shall accrue unpaid unless advanced by Lessor
to  itself, or Lessee shall default hereunder, which  default
shall  remain uncured after the expiration of any  applicable
notice and cure period.  However, one hundred and eighty days
(180) from the date hereof, (the "Rental Modification Date"),
Lessee  shall  begin making monthly payments of  subsequently
accruing  interest  at the rate of 10.5%  per  annum  out  of
pocket  ("Out  of Pocket Invoiced Interest")  within  5  days
after invoice from Lessor.

   3.  Upon the occurrence of an event of default which remains
uncured  after the expiration of applicable notice  and  cure
periods,  disbursed  proceeds of  the  Development  Financing
shall  accrue  interest at a rate of Fifteen Percent  (15.0%)
per  annum, or the highest rate allowed by law, whichever  is
less,  and  the  rental rate on the Initial  Disbursed  funds
shall  increase to Fifteen Percent (15.0%) per annum, or  the
highest rental rate allowed by law, whichever is less.




                          ARTICLE XVI
                     COUNTERPART EXECUTION

    Counterpart Execution.  This Agreement may be executed in
multiple  counterparts,  each of which  shall  be  deemed  an
original  and all of which shall constitute one and the  same
instrument.





   IN WITNESS WHEREOF, Lessee and Lessor have hereunto caused
these  presents  to  be  executed on  the  date  first  above
written.

         Americana  Dining  Corp.,   a
         Delaware corporation

         By:/s/ Donna Depoian
         Its: Vice President


        [Lessor's Signature appears on following page.]


        NET LEASE INCOME & GROWTH FUND 84-A LIMITED PARTNERSHIP

        By: Net Lease Management 84-A, Inc.

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



        AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP

        By: AEI Fund Management XX, Inc.

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







                              Exhibit "A"
                              2.012 ACRES

   Situated in the State of Ohio, County of Franklin, City of
Columbus,  Section  2, Township 1, Range  17,  United  States
Military Lands and being all out of a 3.499 acre residual  of
Parcel  2  as  conveyed to MORSO Holding  Co.  Of  record  in
Official  Record 30846G11 (all deed references refer  to  the
records of the Recorder's Office, Franklin County, Ohio)  and
described as follows:

    Beginning for reference at the centerline intersection of
Easton Way with Morse Crossing as dedicated in Plat Book  86,
Page 56-58;

    thence North 2 18' 27" East, with the centerline of  said
Morse Crossing,, a distance of 1043.69 feet to a point;

   thence North 87 41' 33" West, a distance of 55.00 feet to a
point  in  the  westerly  right-of-way  line  of  said  Morse
Crossing;

   thence with said westerly right-of-way line, the following
courses:

   North 2 18' 27" East, a distance of 23.37 feet to a point of
curvature;

    With a curve to the right having a central angle of 1 26'
50", a radius of 1055.00 feet, whose chord bears North 3  01'
51"  East, a chord distance of 26.65 feet to an iron pin  set
at the true point of beginning for this description;

    thence  with a new division line across said  3.499  acre
residual, the following courses:

   North 87 41' 33" West, a distance of 39.98 feet to an iron
pin set;

   South 2 18' 27" West, a distance of 11.51 feet to an iron pin
set;

   North 87 41' 33" West a distance of 86.86 feet to an iron pin
set;

   North 42 41' 33" West, a distance of 84.15 feet to an iron
pin set;

   North 87 41' 33" West, a distance of 19.50 feet to an iron
pin set;

   North 2 18' 27" East, a distance of 120.00 feet to an iron
pin set;

   North 87 41' 33" West, a distance of 184.50 feet to an iron
pin  set  in  an  easterly line of a  50.706  acre  tract  as
conveyed to Easton Market Limited Liability Company of record
in Official Record 34933B09;

   thence North 2 18' 27" East, with an easterly line of said
Easton Market tract, a distance of 163.36 feet to an iron pin
set at a southeasterly corner thereof;

   thence with a southerly line of said Easton Market tract, the
following courses and distances:



                              2.012 ACRES
                                 -2-

   South 80 11' 33" East, a distance of 257.28 feet to an iron
pin set at a point of curvature;

   With a curve to the right having a central angle of 27 45'
35", a radius of 180.00 feet, whose chord bears South 66  18'
45"  East, a chord distance of 86.36 feet to an iron pin  set
at a point of reverse curvature;

    With a curve to the left having a central angle of 20 08'
31", a radius of 220.00 feet, whose chord bears South 62  30'
13"  East, a chord distance of 76.94 feet to an iron pin  set
at a point of tangency;

   South 72 34' 34" East, a distance of 7.17 feet to a point of
curvature;

   With a curve to the right having a central angle of 88 23'
07",  a radius of 10.00 feet, whose chord bears South 28  23'
00"  East,  a  chord distance of 13.94 ffet  to  a  point  of
reverse curvature in said westerly right-of-way line;

   thence with said westerly right-of-way line with a curve to
the  left  having a central angle of 12 03' 18", a radius  of
1055.00 feet, whose chord bears South 9 46' 55" West, a chord
distance  of  221.56 feet to the true point of beginning  and
containing 2.012 acres of land, more or less.

   Subject, however to all legal rights-of-way and/or easements,
if any, of previous record.

   Bearings are based on the Ohio State Plane Coordinate System
as  per NAD 83.  Control for bearings was from coordinates of
monuments FRANK 64 and FRANK 164 established by the  Franklin
County Engineering Department using Global Positioning System
procedures and equipment.


                                 EVANS,  MECHWART, HAMBLETON  & TILTON, INC.


                              /s/ Troy A Ray   6/25/98
                                  Troy A Ray
                                  Registered Surveyor No. 7918




                              EXHIBIT B

                         CONSTRUCTION COSTS

                         PROJECT COST BUDGET







                         Americana Dining Corp
                         Columbus, Ohio

                         Project Budget


Hard Costs:
Land and Building Purchase                   $1,000,000.00
General Building Construction                $1,470,900.00
Sitework                                     $  305,000.00
Vendor Contracts                             $   91,303.00
Contingency 10%                              $  186,700.00
Subtotal Hard Costs                          $3,053,903.00


Soft Costs:
Architect/Engineer                           $   63,000.00
Site Investigation/Survey                    $   12,000.00
Permits/Fees                                 $   32,500.00
Prototype Fee                                $   10,000.00
Liquor License Purchase                      $    8,000.00
Builders Risk Insurance                      $    2,000.00
Title Insurance                              $   15,000.00
CEI Parcel Develop Fee (1)                   $   36,250.00
CEI Legal Fees                               $   25,000.00
AEI Legal Fees                               $    7,500.00
RE Fee Paid By Sell/Lessee                   $   25,000.00
CEI Construction Supervision and Overhead    $   30,000.00
AEI Development Fee                          $   10,000.00
AEI Develop Interst (2)                      $   70,200.00
Appraisal                                    $    4,000.00
Promesa Fees                                 $      285.00
Sale/Leaseback Fee 1% (3)                    $   34,080.00
AEI Site Inspection                          $    1,000.00
Miscellaneous                                $    2,282.00
Subtotal Soft Cost                           $  388,097.00

Project Cotst                                $3,442,000.00
AEI 2% overhead Reimbursement                $   69,000.00
Total Project Cost                           $3,511,000.00




(1)  Est. 1st draw amount $1,036,000 x 7.0%/12 mos x 6 mos =
$36,260

(2)  $3,442,020 - 1,036,000 x 1/2 money out x 7.0%/12 mos x 10
mos = $70,200

(3)  Adjusted upon final funding and total final project cost.
This fee is calculated prior to AEI's 2% overhead disbursement.