PURCHASE AGREEMENT
           Arby's/Mrs. Winners Restaurant - Smyrna, GA

This AGREEMENT, entered into effective as of the 10 of Sept, 1996.


l.  Parties.  Seller is AEI Net Lease Income  &  Growth  Fund  XX
Limited  Partnership which owns an undivided 100.00% interest  in
the fee title to that certain real property legally described  in
the  attached  Exhibit  "A"  (the "Entire  Property")   Buyer  is
Margaret  E. Brust Irrevocable Trust, Margaret E. Brust,  Trustee
("Buyer").  Seller  wishes to sell and  Buyer  wishes  to  buy  a
portion  as  Tenant in Common of Seller's interest in the  Entire
Property.

2. Property. The Property to be sold to Buyer in this transaction
consists    of   an   undivided   12.3188   percentage   interest
(hereinafter, simply the "Property")  as Tenant in Common in  the
Property.

3.  Purchase  Price  .  The purchase price  for  this  percentage
interest in the Property is $200,000 all cash.

4.  Terms. The purchase price for the Property will be paid  by
Buyer as follows:
     
     (a)  When this agreement is executed, Buyer will pay  $5,000
     to  Seller (the "First Payment"). The First Payment will  be
     credited  against  the purchase price  when  and  if  escrow
     closes and the sale is completed.
     
     (b)  Buyer  will deposit the balance of the purchase  price,
     $195,000  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the closing date.

5.   Closing  Date.  Escrow shall close on or before September  27,
1996.

6.   Due Diligence. Buyer will have until the expiration of  the
fifth business day after delivery of each of following items,  to
be  supplied by Seller, to conduct all of its inspections and due
diligence  and satisfy itself regarding each item, the  Property,
and this transaction.

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).
     
     (b)  Copies  of  a Certificate of Occupancy  or  other  such
     document  certifying completion and granting  permission  to
     permanently  occupy the improvements on the Entire  Property
     as are in Seller's possession.
     
     (c)  Copies  of  an "as built" survey of the  Property  done
     concurrent with Seller's acquisition of the Property.
     
     (d)  Lease  of  the Entire Property showing occupancy  date,
     lease   expiration  date,  rent,  and  Guarantys,  if   any,
     accompanied by such tenant financial statements as may  have
     been  provided most recently to Seller by the Tenant  and/or
     Guarantors.
     
     It is a contingency upon Seller's obligations hereunder that
two  (2)  copies  of  Co-Tenancy Agreement in the  form  attached
hereto  duly  executed by Buyer and Seller and  dated  on  escrow
closing date be delivered to the Seller on the Closing date.

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
any  review  period or inspection period. Such  notice  shall  be
deemed effective only upon receipt by Seller.




Buyer Inital: /s/ MEB
Purchase Agreement for Arby's/Mrs. Winners-Smyrna, GA





      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under sections 15(a) of this agreement  (which  will
survive),  Buyer  (after execution of such  documents  reasonably
requested by Seller to evidence the termination hereof) shall  be
returned  its  First Payment, and Buyer will have  absolutely  no
rights,  claims  or interest of any type in connection  with  the
Property  or this transaction, regardless of any alleged  conduct
by Seller or anyone else.

      Buyer  irrevocably  will be deemed to  have  canceled  this
Agreement and relinquish all rights in and to the Property unless
Buyer  makes the Second Payment when required. If this  Agreement
is not canceled and the Second Payment is made when required, all
of Buyer's conditions and contingencies will be deemed satisfied.

7.  Escrow. Escrow shall be opened by Seller and funds  deposited
in escrow upon acceptance of this agreement by both parties.. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8.   Title.  Closing will be conditioned on the  agreement  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions;  current real property taxes  and
assessments;  survey  exceptions;  and  other  items  of   record
disclosed to Buyer during the contingency period.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability thereto, said objections to be made in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed eighty (80) days to make such title marketable or  in
the  alternative  to  obtain  a commitment  for  insurable  title
insuring over Buyer's objections.  If Seller shall decide to make
no  efforts to make title marketable, or is unable to make  title
marketable or obtain insurable title, (after execution  by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination  hereof) Buyer's First Payment shall be returned  and
this Agreement shall be null and void and of no further force and
effect.

     Pending correction of title, the payments hereunder required
shall  be postponed, but upon correction of title and within  ten
(10)  days  after written notice of correction to the Buyer,  the
parties shall perform this Agreement according to its terms.

9.  Closing Costs.  Seller will pay one-half of escrow fees,
the  cost  of  the title commitment and any brokerage commissions
payable.   The  buyer  will pay the cost of  issuing  a  Standard
Owners  Title Insurance Policy in the full amount of the purchase
price.  Buyer will pay all recording fees, one-half of the escrow
fees,  and  the  cost  of  an update to  the  Survey  in  Sellers
possession (if an update is required by Buyer.)  Each party  will
pay  its own attorney's fees and costs to document and close this
transaction.

10.  Real Estate Taxes, Special Assessments and Prorations.

     (a)  Because the Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i), the parties acknowledge  that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due and payable in all years prior to the year of Closing
     
     
     
     Buyer Initial: /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA
     
     
     
     
     
     have  been paid in full.  Unpaid levied and pending  special
     assessments  existing on the date of Closing  shall  be  the
     responsibility  of Buyer and Seller in proportion  to  their
     respective  Tenant in Common interests.   Seller  and  Buyer
     shall  likewise pay all taxes due and payable  in  the  year
     after   Closing  and  any  unpaid  installments  of  special
     assessments payable therewith and therafter, if such  unpaid
     levied and pending special assessments and real estate taxes
     are not paid by any tenant of the Entire Property.
     
     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  shall
     of  all  operating expenses of the Property incurred on  and
     after the date of closing.
     
11.  Seller's Representation and Agreements.

     (a)  Seller represents and warrants as of this date that:

     (i)  Except for the lease in existence between AEI Net Lease
     Income & Growth Fund XX Limited Partnership and RTM Georgia,
     Inc.,  dated May 16, 1994, Seller is not aware of any leases
     of  the Property.  The above referenced lease agreement  has
     an option to purchase in favor of the Tenant as set forth in
     article  34  of said lease agreement.  The above  referenced
     lease  agreement also has a first right of refusal in  favor
     of  the  Tenant  as set forth in article 35  of  said  lease
     agreement.   Buyer's purchase of the Property is subject  to
     receipt by Seller of a waiver of first right of refusal from
     Tenant,  said waiver to be signed by tenant and received  by
     Seller  prior  to close of escrow.  If Seller cannot  obtain
     such  waiver, the First Payment shall be returned  to  Buyer
     and this Agreement shall become null and void.
     

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest in the Property.
     
     (iii)   Except as previously disclosed to Buyer and  as  set
     forth  in  paragraph (b) below, Seller is not aware  of  any
     contracts Seller has executed that would be binding on Buyer
     after the closing date.
          
     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding  on  Buyer  after the closing date  without  Buyer's
     prior  consent,  which  will not be  unreasonably  withheld.
     However,  Buyer acknowledges that Seller retains  the  right
     both  prior to and after the Closing Date to freely transfer
     all or a portion of Seller's remaining undivided interest in
     the  Entire  Property provided such sale shall not  encumber
     the  Property being purchased by Buyer in violation  of  the
     terms hereof or the contemplated Co-Tenancy Agreement.
     
12.  Disclosures.

     (a)   To the best of Seller's knowledge: there are now,  and
     at  the  Closing  there  will be, no material,  physical  or
     mechanical  defects  of  the  Property,  including,  without
     limitation,   the   plumbing,  heating,  air   conditioning,
     ventilating, electrical systems, and all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental , zoning and  land  use  laws,
     ordinances, regulations and requirements.
     
     
     
     
     Buyer Initial: /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA
     
     
     
     
     
     (b)   To  the  best  of  Seller's  knowledge:  the  use  and
     operation of the Property now is, and at the time of Closing
     will  be, in full compliance with applicable building codes,
     safety,   fire,  zoning,  and  land  use  laws,  and   other
     applicable   local,  state  and  federal  laws,  ordinances,
     regulations and requirements.
     
     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  Buyer  from using and operating the Property  after
     the  Closing  in the manner in which the Property  has  been
     used and operated prior to the date of this Agreement.
     
     (d)  To the best of Seller's knowledge: the Property is not,
     and  as  of  the  Closing will not be, in violation  of  any
     federal,  state  or  local  law,  ordinance  or  regulations
     relating  to  industrial  hygiene or  to  the  environmental
     conditions  on, under, or about the Property including,  but
     not  limited  to, soil and groundwater conditions.   To  the
     best  of  Seller's  knowledge: there  is  no  proceeding  or
     inquiry  by any governmental authority with respect  to  the
     presence  of  Hazardous Materials on  the  Property  or  the
     migration  of Hazardous Materials from or to other property.
     Buyer agrees that Seller will have no liability of any  type
     to  Buyer  or Buyer's successors, assigns, or affiliates  in
     connection  with any Hazardous Materials on or in connection
     with  the Property either before or after the Closing  Date,
     except such Hazardous Materials on or in connection with the
     Property  arising out of Seller's negligence or  intentional
     misconduct  in violation of applicable state or federal  law
     or regulation.
     
     (e)   Buyer agrees that it shall be purchasing the  Property
     in  its  then present condition, as is, where is, and Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.
     
     (f)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information  on the Lessee and Guarantors of  the  Lease  as
     Buyer or its advisors shall request, Buyer is relying solely
     on  its  own  investigation of the Property and not  on  any
     information provided by Seller  or to be provided except  as
     set  forth  herein.   Buyer further  acknowledges  that  the
     information  provided  and to be  provided  by  Seller  with
     respect to the Property and to the Lessee and Guarantors  of
     Lease  was  obtained  from a variety of sources  and  Seller
     neither   (a)   has   made  independent   investigation   or
     verification   of  such  information,  or  (b)   makes   any
     representations as to the accuracy or completeness  of  such
     information.   The  sale  of the Property  as  provided  for
     herein  is  made  on an "AS IS" basis, and  Buyer  expressly
     acknowledges  that, in consideration of  the  agreements  of
     Seller  herein, except as otherwise specified herein, Seller
     makes no Warranty or representation, Express or Implied,  or
     arising by operation of law, including, but not limited  to,
     any  warranty  or  condition,  habitability,  tenantability,
     suitability  for  commercial purposes,  merchantability,  or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.
     
13.  Closing.

     (a)   Before  the  closing date, Seller  will  deposit  into
     escrow  an executed warranty deed conveying insurable  title
     of the Property to Buyer.
     
     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver  to the escrow holder any other documents reasonably
     required by the escrow holder to close escrow.
     
     
     
     Buyer Initial: /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA
     
     
     
     
     
     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.  Defaults.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer.   Seller shall retain all remedies available to Seller  at
law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, deposited
the  balance  of the Second Payment for the purchase  price  into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   Provided,
however, that in no event shall Seller be liable for any  actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.
     
15.  Buyer's Representations and Warranties.
     
     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.
     
     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.
     
     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.
     
16.  Damages, Destruction and Eminent Domain.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a for Buyer to elect to terminate this Agreement has
     
     
     
     
     Buyer Initial:  /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, Ga
     
     
     
     
     
     
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds  (pro-rata in  relation  to  the  Entire
     Property) resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.
     
     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire Property.
     
     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.
     
      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  Buyer's 1031 Tax Free Exchange.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify  for such tax treatment, nor has there been any  reliance
thereon by Buyer respecting the legal or tax implications of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.

      Buyer  wishes  to  novate/assign the ownership  rights  and
interest of this Purchase Agreement to AmeriTitle who will act as
Facilitator  to  perfect  the  1031  exchange  by  preparing   an
agreement of exchange of Real Property whereby AmeriTitle will be
an  independent third party purchasing the ownership interest  in
subject  property from Seller and selling the ownership  interest
in  subject property to Buyer under the same terms and conditions
as documented in this Purchase Agreement.  Buyer asks the Seller,
and  Seller  agrees  to cooperate in the perfection  of  such  an
exchange  if at no additional cost or expense to Seller or  delay
in time.  Buyer hereby indemnifies and holds Seller harmless from
any claims and/or actions resulting from said exchange.  Pursuant
to  the direction of AmeriTitle, Seller will deed the property to
Buyer.

18.  Cancellation

     If  any party elects to cancel this Contract because of  any
     breach by another party or because escrow fails to close  by
     the  agreed date, the party electing to cancel shall deliver
     to escrow agent a notice containing the address of the party
     in  breach and stating that this Contract shall be cancelled
     unless  the  breach  is cured within 13 days  following  the
     delivery  of  the notice to the escrow agent.  Within  three
     days  after  receipt of such notice, the escrow agent  shall
     send it by United States Mail to the party in breach at  the
     address contained in the Notice and no further notice  shall
     be  required. If the breach is not cured within the 13  days
     following  the  delivery of the notice to the escrow  agent,
     this Contract shall be cancelled.
     
     
     
     
     Buyer Initial: /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA
     
     
     
     
     

19.  Miscellaneous.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.
     
     (b)   If  this escrow has not closed by September  27,  1996
     through  no  fault  of Seller, Seller  may  either,  at  its
     election,  extend  the closing date or exercise  any  remedy
     available   to   it  by  law,  including  terminating   this
     Agreement.
     
     (c)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.
     
     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.
     
     If to Seller:
     
          Attention:  Robert P. Johnson
          AEI Net Lease Income & Growth Fund XX Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101
     
     If to Buyer:
     
          Margaret E. Brust
          772 N. Craven St.
          Monmouth, OR  97361
     
     
     
     
     
     Buyer Initial: /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA
     
     
     
     
     
      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.

      IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.

BUYER: Margaret E. Brust Irrevocable Trust

       By: /s/ Margaret E. Brust, Trustee
               Margaret E. Brust, Trustee


SELLER:    AEI  NET  LEASE  INCOME  &  GROWTH  FUND  XX   LIMITED
PARTNERSHIP, a Minnesota limited partnership.

        By: AEI Fund Management XX, Inc., its corporate general partner

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

     
     
     
     
     
     
     Buyer Initial: /s/ MEB
     Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA
     
     
     
     
     
     
     
                         EXHIBIT A
     
     ALL  THAT  TRACT or parcel of land lying and being  in  Land
     Lots  688, 689,752 and 753 of the 17th District, 2nd Section
     of  Cobb County, Georgia, containing 1.071 acres, same being
     more particularly described as follows:
     
     TO  FIND THE TRUE POINT OF BEGINNING, begin at the point  of
     intersection of the westerly Right-of-Way Line of South Cobb
     Drive  (Two-hundred  (200') foot Right-of-Way)  and  of  the
     southerly  Right-of-Way Line of Kenwood  Road  (Fifty  (50')
     foot  Right-of  Way); thence traveling  along  the  westerly
     Right-of-Way Line of said South Cobb Drive south 11  degrees
     59  minutes 32 seconds east a distance of 36.03  feet  to  a
     point  on  said  Right-of-Way Line; thence continuing  along
     said  Right-of-Way  line  south 09  degrees  19  minutes  41
     seconds  east a distance of 166.01 feet to a point  on  said
     Right-of-Way Line; thence continuing along said Right-of-Way
     Line along a curve to the left an arc distance of 18.12 feet
     (said  arc  being  of  18.12 feet and  having  a  radius  of
     2,964.79 feet) to an iron pin set on said Right-of-Way  Line
     and  at  the  southeast corner of property now  or  formerly
     owned by Wendy's International, Inc., which iron pin set  is
     the  TRUE  POINT  OF  BEGINNING;  FROM  THE  TRUE  POINT  OF
     BEGINNING as thus established continuing along said Right-of
     Way Line along a curve to the left an arc distance of 161.96
     feet  (said arc being subtended by a chord bearing south  12
     degrees  56  minutes  36 seconds east a  chord  distance  of
     161.94 feet and having a radius of 2,964.79 feet) to an iron
     pin  set on said Right-of Way Line and the northeast  corner
     of   the   property  now  or  formerly  owned  by   Checkers
     Restaurant;  thence  leaving  said  Right-of  Way  Line  and
     traveling  along  the northwesterly line  of  said  Checkers
     property  south  71  degrees 15 minutes 52  seconds  west  a
     distance  221.74  feet to an iron pin set; thence  traveling
     north  18  degrees 44 minutes 08 seconds west a distance  of
     132.30  feet to an iron pin set; thence traveling  north  07
     degrees 31 minutes 35 seconds east a distance of 131.18 feet
     to  an  iron pin set at the southwest corner of said Wendy's
     property; thence traveling along the southeasterly  line  of
     said Wendy's property south 82 degrees 28 minutes 25 seconds
     east  a distance of 200.76 feet to an iron pin set, and  the
     TRUE POINT OF BEGINNING.
     
     ALL  AS SHOWN on that certain survey for RTM Georgia,  Inc.,
     prepared  by Federer-Ruppert & Associates, bearing the  seal
     of James W. Woolley, Georgia Registered Land Surveyor Number
     1478, dated January 17, 1994, last revised May 10,1994.
     
     TOGETHER  WITH all rights with respect to the above property
     reserved  in  Limited  Warranty Deed from  Wilson  Financial
     Corporation, a Florida Corporation to Wendy's International,
     Inc. an Ohio Corporation, dated December 26, 1989, filed for
     record December 28, 1989 at 2:01 p.m., recorded in Deed Book
     5590, Page 288, Records of Cobb County, Georgia.
     
     TOGETHER  WITH all rights with respect to the above property
     reserved in that certain Limited Warranty Deed from American
     Founders  Life  Insurance Company, a  Texas  corporation  to
     Robert  G.  Brown, dated June 8,1992, filed for record  June
     9,1992 at 10:21 a.m., recorded in Deed Book 6682, Page  118,
     aforesaid Records.
     
     TOGETHER  WITH all rights with respect to the above property
     set  forth in Easement Grant by and between Wilson Financial
     Corporation,    a    Florida   corporation    and    Wendy's
     International, Inc., an Ohio corporation, dated December 26,
     1989,  filed  for  record December 28, 1989  at  2:01  p.m.,
     recorded in Deed Book 5590, Page 291, aforesaid Records;  as
     amended  by that certain Amendment to Easement Grant,  dated
     June  30, 1993, filed for record July 1, 1993 at 2:15  p.m.,
     recorded in Deed Book 7448, Page 421, aforesaid Records.
     
     TOGETHER  WITH all rights with respect to the above property
     set  forth  I  Easement  Agreement by and  between  American
     Founders  Life  Insurance Company, a Texas  corporation  and
     Robert G. Brown, dated June 8,1992, filed for record June 9,
     1992  at  10:21 a.m., recorded in Deed Book 6682, Page  123,
     aforesaid  Records; as amended by that certain Amendment  to
     Easement Agreement, dated June 30, 1993, filed for  July  1,
     1993  at  2:15 p.m., recorded in Deed Book 7448,  Page  433,
     aforesaid Records.
     
     TOGETHER  WITH  all  rights granted  in  that  certain  Sign
     Easement  by  and between American Founders  Life  Insurance
     Company,  a  Texas corporation and RTM Georgia, Inc.,  dated
     June  30,  1993, file for record July 1, 1993 at 2:15  p.m.,
     recorded in Deed Book 7448, Page 467, aforesaid Records.
     
     TOGETHER  WITH  all  rights  granted  in  that  certain  New
     Driveway  Easement  Grant by and between  American  Founders
     Life Insurance Company and RTM Georgia, Inc., dated June 30,
     1993,  filed for record July 1, 1993 at 2:15 p.m.,  recorded
     in Deed Book 7448, Page 450, aforesaid Records.