PURCHASE AGREEMENT
               Applebee's Neighborhood Grill & Bar
                           Stow, Ohio

THIS  AGREEMENT, entered into effective as of the Effective  Date
set  forth  on the Purchase Agreement Data Sheet attached  hereto
and  incorporated  herein by reference.   Capitalized  terms  not
otherwise  defined  herein are defined in the Purchase  Agreement
Data Sheet attached hereto and incorporated herein by reference.

l.PARTIES.  Seller owns the Undivided Percentage Interest in  the
  fee  title  to that certain real property legally described  in
  the  attached  Exhibit  "A"  (the "Entire  Property").   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 purchased  by  Buyer  in  this
  transaction  consists  of  an  Undivided  Percentage   Interest
  (hereinafter,  simply the "Property") as tenant  in  common  in
  the Entire Property.

3.PURCHASE   PRICE.   The  Purchase  Price  for  this  percentage
  interest  in  the  Entire  Property is  as  set  forth  on  the
  Purchase  Agreement  Data   Sheet, to  be  paid  all  cash  is
  $4,001,500.


4.TERMS.   Buyer will deposit the Purchase Price into  escrow  in
  sufficient time to allow escrow to close on the Closing Date.

5.CLOSING  DATE.   Escrow shall close on or  before  the  Closing
  Date.

6.DUE  DILIGENCE.   Buyer will have until the expiration  of  the
  fifteenth business day (the "Review Period") 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.
  Buyer  agrees  to  indemnify and hold Seller harmless  for  any
  loss  or  damage  to the Entire Property or persons  caused  by
  Buyer  or  its agents arising out of such physical  inspections
  of the Entire Property.

  (a)     One copy of a title insurance commitment for an Owner's
     Title insurance policy (see Paragraph 9 below).

  (b)     A  copy  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)     A  copy  of an "as built" survey of the Entire Property
     done  concurrent with Seller's acquisition of the  Property,
     upon request.

  (d)     Lease  (as  further  set forth  in  Paragraph  11(a)(i)
     below) of the Entire Property showing occupancy date,  lease
     expiration date, rent, and Guarantys, if any, accompanied by


Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC


     such  tenant financial statements as may have been  provided
     most recently to Seller by the Tenant and/or Guarantors.

  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  the  Review Period.  Such notice shall be deemed  effective
  only upon receipt by Seller.

  If  Buyer  cancels  this  Agreement  as  permitted  under  this
  Section,  except  for  any  escrow cancellation  fees  and  any
  liabilities  under  the first paragraph of Section  7  of  this
  Agreement (which will survive), Buyer (after execution of  such
  documents  reasonably  requested  by  Seller  to  evidence  the
  termination hereof) 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.

  Unless  this  Agreement is canceled by Buyer  pursuant  to  the
  terms  hereof, if Buyer fails to pay the Purchase Price,  Buyer
  irrevocably  will  be  deemed  to  be  in  default  under  this
  Agreement.   Seller may, at its option, declare this  Agreement
  null  and  void,  in which event Buyer will be deemed  to  have
  canceled  this Agreement and relinquish all rights  in  and  to
  the  Property  or Seller may exercise its rights under  Section
  14  hereof.  If this Agreement is not canceled and the Purchase
  Price  is  paid  when required, all of Buyer's  conditions  and
  contingencies will be deemed satisfied.

7.TITLE.   Closing  will be conditioned upon the agreement  of  a
  title  company  selected by Seller to issue a  Standard  Owners
  Title Insurance Policy, 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;  the  rights  of  parties  in
  possession  pursuant  to  the lease  defined  in  Paragraph  11
  below;  all matters of public record; and other items disclosed
  to Buyer during the Review Period.

  Buyer shall be allowed five (5) business days after receipt  of
  said   commitment  for  examination  and  the  making  of   any
  objections  to  marketability thereto, said  objections  to  be
  made  to Seller 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) this Agreement shall be null and  void  and
  of  no  further force and effect.  Seller has no obligation  to
  spend   any  funds  or  make  any  effort  to  satisfy  Buyer's
  objections, if any.

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


Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC




8.CLOSING  COSTS.   Buyer  shall pay up to  1.5  percent  of  the
  Purchase  Price  toward  closing  costs,  which  shall  include
  escrow  fees,  all recording fees, transfer taxes  and  clerk's
  fees  imposed upon the recording of the deed, the cost  of  the
  title  commitment,  the  cost of an update  to  the  Survey  in
  Sellers  possession (if an update is required  by  Buyer),  and
  the  cost  of issuing a Standard Owners Title Insurance  Policy
  in  the  full  amount  of the purchase price,  if  Buyer  shall
  decide  to  purchase the same.  Seller shall  pay  any  Closing
  Costs  in excess of 1.5 percent of the Purchase Price, and  any
  brokerage  commissions payable.  Each party will  pay  its  own
  attorney's fees, accounting, financial planning, inspection  or
  other  transaction-related costs to  document  and  close  this
  transaction.

 9.    REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

  (a)     Because the Entire Property (of which the Property is a
     part)  is  subject to a 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
     have been paid in full.  Unpaid real estate taxes and 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,  pro-rated, however, to the date of  Closing  for
     the   period   prior  to  Closing,  which   shall   be   the
     responsibility of Seller if Tenant shall not pay  the  same.
     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
     thereafter,  if  such  unpaid  levied  and  pending  special
     assessments and real estate taxes are not paid by any tenant
     of the Entire Property. As a result of this transaction, the
     School  Board  may file a complaint to raise taxes  back  to
     January  1 of the current year to reflect the new  value  on
     the whole 100% interest.

  (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  share
     of all operating expenses of the Entire Property incurred on
     and after the date of Closing.

10.    SELLER'S REPRESENTATION AND AGREEMENTS.

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

     (i)  Except for the Lease Agreement (as set forth in the Purchase
       Agreement Data Sheet) Seller is not aware of any leases of the
       Property.

     (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
       permitted in Paragraph (b) below, Seller is not aware of any
       contracts Seller has executed that would be binding on Buyer
       after the Closing Date.  Provided, however, to the extent the

Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC


       Lease Agreement of the Entire Property as set forth on the
       Purchase Agreement Data Sheet contains any right of first refusal
       in favor of the Lessee as set forth in the Lease Agreement, which
       right, if any, shall apply to any attempted disposition of the
       Property by Buyer after this transaction.  Buyer's ability to
       purchase the Property may be subject to receipt by Seller of a
       waiver of first right of refusal from Lessee.  If such waiver is
       required, this waiver must be signed by the Lessee and received
       by Seller prior to the close of escrow.  If Seller cannot obtain
       the waiver, this Agreement shall become null and void and neither
       party shall have any liability to the other.

  (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  upon  Buyer after the Closing Date without  Buyer's
     prior consent, which will not be unreasonably withheld.

11.    DISCLOSURES.

  (a)     Seller  has  not received any notice of  any  material,
     physical,  or  mechanical defects of  the  Entire  Property,
     including  without  limitation, the plumbing,  heating,  air
     conditioning, ventilating or electrical system.  To the best
     of Seller's knowledge without inquiry, 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.  If Seller  shall
     receive any notice to the contrary prior to Closing,  Seller
     will inform Buyer prior to Closing.

  (b)     Seller  has  not received any notice that the  use  and
     operation  of the Entire Property is not 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.  If  Seller
     shall  receive any notice to the contrary prior to  Closing,
     Seller will inform Buyer prior to Closing.

  (c)     Seller  knows  of  no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  Tenant  from using and  operating  the  Entire
     Property after the Closing in the manner in which the Entire
     Property  has been used and operated prior to  the  date  of
     this  Agreement.  If Seller shall receive any notice to  the
     contrary prior to Closing, Seller will inform Buyer prior to
     Closing.

  (d)     Seller  has  not  received any notice that  the  Entire
     Property is in violation of any federal, state or local law,
     ordinance, or regulations relating to industrial hygiene  or
     the  environmental conditions on, under, or about the Entire
     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  Entire  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
     Entire  Property  either before or after the  Closing  Date,
     except such hazardous materials on or in connection with the
     Entire Property arising out of Seller's gross negligence  or
     intentional misconduct.  If Seller shall receive any  notice
     to  the contrary prior to Closing, Seller will inform  Buyer
     prior to Closing.


Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC



  (e)     BUYER  AGREES THAT IT SHALL BE PURCHASING THE  PROPERTY
     IN  ITS  PRESENT CONDITION, AS IS, WHERE IS, AND THAT 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 ENTIRE PROPERTY AND SUCH FINANCIAL INFORMATION ON
     THE  LESSEE AND ANY GUARANTORS OF THE LEASE AS BUYER OR  ITS
     ADVISORS SHALL REQUEST, IF IN SELLER'S POSSESSION, 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, THE ENTIRE PROPERTY AND TO THE LESSEE AND ANY
     GUARANTORS OF LEASE WAS OBTAINED FROM A VARIETY OF SOURCES AND
     SELLER  NEITHER  (A) HAS MADE INDEPENDENT  INVESTIGATION  OR
     VERIFICATION  OF  SUCH  INFORMATION,  NOR  (B)   MAKES   ANY
     REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS  OF  SUCH
     INFORMATION EXCEPT AS SET FORTH HEREIN.  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 IN PARAGRAPH
     11(A)  AND (B) ABOVE AND THIS PARAGRAPH 12, SELLER MAKES  NO
     WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY
     OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
     CONDITION,  HABITABILITY,  TENANTABILITY,  SUITABILITY   FOR
     COMMERCIAL PURPOSES, MERCHANTABILITY, PROFITABILITY, OR FITNESS
     FOR A PARTICULAR PURPOSE, IN RESPECT OF THE PROPERTY. SELLER
     MAKES NO REPRESENTATIONS OF ANY SORT THAT OWNERSHIP OF THE ENTIRE
     PROPERTY OR OWNERSHIP OF AN INTEREST IN THE PROPERTY WILL RESULT
     IN A PROFIT TO ANY BUYER.

  (g)   BUYER ACKNOWLEDGES THAT SELLER CANNOT, AND DOES NOT, MAKE
     ANY REPRESENTATION AS TO (A) THE SUCCESS, OR LACK THEREOF, OF THE
     ENTIRE  PROPERTY,  THE OWNERSHIP OF THE ENTIRE  PROPERTY  OR
     OWNERSHIP OF AN INTEREST IN THE PROPERTY, (B) THE LESSEE AND ANY
     GUARANTORS OF THE LEASE OR THEIR ABILITY TO FULFILL THEIR LEASE
     OBLIGATIONS, OR (C) THE APPROPRIATENESS OF PURCHASING THE ENTIRE
     PROPERTY  OR  AN  INTEREST IN THE PROPERTY FOR  THE  BUYER'S
     INDIVIDUAL  TAX OR FINANCIAL SITUATION OR TAX  OR  FINANCIAL
     OBJECTIVES.  BUYER ACKNOWLEDGES THAT HE OR SHE IS RELYING SOLELY
     UPON HIS OR HER OWN EXAMINATION OF THE ENTIRE PROPERTY,  THE
     OWNERSHIP OF THE ENTIRE PROPERTY OR PURCHASE OF AN INTEREST IN
     THE  PROPERTY, AND ALL FACTS SURROUNDING THE PURCHASE OF THE
     ENTIRE PROPERTY OR THE PURCHASE OF AN INTEREST IN THE PROPERTY
     INCLUDING THE MERITS AND RISKS INVOLVED THEREIN.

  The provisions (d) - (g) above shall survive Closing.

12.    CLOSING.

  (a)     Before  the  Closing  Date, Seller  will  deposit  into
     escrow  an  executed special warranty deed warranting  title
     against  lawful  claims by, through, or under  a  conveyance
     from   Seller,  but  not  further  or  otherwise,  conveying
     insurable  title of the Property to Buyer,  subject  to  the
     exceptions contained in Paragraph 8 above.


Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC



  (b)     On  or before the Closing Date, Buyer will deposit into
     escrow:  the Purchase Price when required under  Section  5;
     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 the  Co-Tenancy
     Ownership Covenants and Co-Tenancy Administration Agreement,
     and  deliver  to  the  escrow  holder  any  other  documents
     reasonably required by the escrow holder to close escrow.

  (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.

13.     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.  In  addition,  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 deposited 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.

14.     BUYER'S REPRESENTATIONS AND WARRANTIES.  Buyer represents
  and warrants to Seller as follows:

  (a)     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.

  (b)      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.

  (c)      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


Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC


     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

15.    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 7 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
     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,  Buyer  agrees  to
  execute  such  documents  reasonably  requested  by  Seller  to
  evidence the termination hereof.

16.      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 Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC


  Buyer   wishes  to  novate/assign  the  ownership  rights   and
  interest  of  this  Purchase Agreement to  an  Accommodator  to
  perfect  the  1031  exchange  by  preparing  an  agreement   of
  exchange of Real Property whereby the Accommodator 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
  Accommodator, Seller will deed the property to Buyer.

17.      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  the  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.

18.    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  and  Data  Sheet attached to  this  Agreement  are
     incorporated into this Agreement.

  (b)     If  this  escrow  has not closed by the  Closing  Date,
     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 on the
     Purchase  Agreement Data Sheet, or to such other address  as
     such party may hereafter designate by written notice to  the
     other party.

Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC



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.

This   Agreement  shall  be  governed  by,  and  interpreted   in
accordance with, the laws of the state where the Entire  Property
is situate.




      (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)



Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC




IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement  effective as of the Effective Date set  forth  on  the
Purchase  Agreement Data Sheet attached hereto  and  incorporated
herein by reference.

                                SELLER:
                                AEI Real Estate Fund XVIII Limited Partnership
                                By:     AEI Fund Management XVIII, Inc.
                                Its:    Corporate General Partner


                                By: /s/ ROBERT P JOHNSON
                                        Robert P. Johnson, its President
WITNESS:

/s/ M LATTIMORE
(Witness Signature)

Marni Lattimore
(Print Name)

30 E Seventh St Suite 1300
(Print Address)

St. Paul, MN  55101


                                SELLER:
                                AEI  Net  Lease Income  &  Growth
                                Fund XIX Limited Partnership
                                By:   AEI  Fund  Management  XIX, Inc.
                                Its: Corporate General Partner


                                By:/s/ ROBERT P JOHNSON
                                       Robert P. Johnson, its President
WITNESS:

/s/ M LATTIMORE
(Witness Signature)

Marni Lattimore
(Print Name)

30 E Seventh St Suite 1300
(Print Address)

St. Paul, MN  55101




Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC


                                BUYER:

                                KOE LLC

                                By: /s/ RONNIE ERICKSON
                                        Ronnie Erickson, Managing Member



WITNESS:

/s/ CHRISTOPHER R OLSON
(Witness Signature)

Christopher R Olson
(Print Name)

7207 Forestview Lane N
(Print Address)

Maple Grove, MN  55369


                                KOE LLC

                                By: /s/ STACY ERICKSON
                                        Stacy Erickson, Managing Member


WITNESS:

/s/ CHRISTOPHER R OLSON
(Witness Signature)

Christopher R Olson
(Print Name)

7207 Forestview Lane N
(Print Address)

Maple Grove, MN  55369




Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC



                  Purchase Agreement Data Sheet


The following terms are to be incorporated by reference into that
certain Purchase Agreement between the herein defined Buyer and
Seller to which this Data Sheet is attached.


Effective Date of Purchase Agreement:   October 19, 2005

Property Name & Street Address:         Applebee's Neighborhood Grill & Bar
                                        4296 Kent Road
                                        Stow, Ohio 44224


Seller's Name and Address for           AEI Real Estate Fund XVIII
Purposes of Notice:                     Limited    Partnership
                                        AEI Net Lease Income & Growth
                                        Fund XIX Limited Partnership
                                        30 East Seventh Street, Suite
                                        1300
                                        St. Paul, MN 55101



Seller's Undivided Percentage           Fund XVIII - 50.000%
Ownership Interest:                     Fund XIX - 50.000%


Buyer's Name and Address for            KOE LLC
Purposes of Notice:                     Ronnie Erickson, Managing Member
                                        Stacy Erickson, Managing Member
                                        3065 South Coon Creek Drive
                                        Andover, MN 55304


Buyer's Percentage Undivided Ownership
Interest being Purchased:               100.000%

Purchase Price:                         $ 4,001,500

Closing Date:                           November 11, 2005

Lease Agreement:                        Lease between PRECO II CRIC
                                        LLC (as "Landlord") and APPLE
                                        OHIO LLC (as "Tenant") dated
                                        October 21, 2003; that
                                        Guaranty dated October 21,
                                        2003; that Memorandum of Lease
                                        dated October 21, 2003; that
                                        Landlord Agreement dated
                                        October 21, 2003; that Letter
                                        dated October 23, 2003
                                        evidencing the commencement
                                        date; that Open-End Leasehold
                                        Mortgage, Security Agreement,
                                        Financing Statement,
                                        Assignment of Rents and leases
                                        and Fixture Filing dated
                                        October 23, 2003; that Letter
                                        dated October 23, 2003 as
                                        notification of Agent's
                                        address; that Assignment and
                                        Assumption of Lease dated
                                        April 30, 2004 assigning
                                        Landlord's interest to AEI
                                        Real Estate Fund XVIII Limited
                                        Partnership and AEI Net Lease
                                        Income & Growth Fund XIX
                                        Limited Partnership; that
                                        Tenant Estoppel Certificated
                                        dated April 27, 2004 and that
                                        Consent Agreement dated April
                                        30, 2004.

                                        The above-referenced lease
                                        includes a right of first
                                        refusal in favor of the Tenant
                                        as set forth in Article 21 of
                                        said lease, which right will
                                        apply to any attempted
                                        disposition of Property by
                                        Buyer after this transaction.
                                        Accommodator Name & Address:



Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC



                            EXHIBIT A
                 Legal Description for Property

SITUATED IN THE CITY OF STOW, COUNTY OF SUMMIT AND STATE OF  OHIO
AND  KNOWN AS BEING PART OF LOT 29 OF THE ORIGINAL STOW  TOWNSHIP
AND MORE FULLY DESCRIBED AS FOLLOWS:

BEGINNING  AT  A POINT AT THE SOUTHWEST CORNER OF  SAID  LOT  29;
THENCE NORTH 04 DEG. 19' 45" WEST ALONG THE WESTERLY LINE OF SAID
LOT  29  A  DISTANCE OF 1640.28 FEET TO A POINT; THENCE NORTH  85
DEG.  40'  15" EAST A DISTANCE OF 283.01 FEET TO A POINT;  THENCE
NORTH  04 DEG. 19' 45" WEST A DISTANCE OF 196.18 FEET TO A POINT;
THENCE  SOUTH  82 DEG. 17' 36" EAST ALONG THE SOUTHERLY  LINE  OF
KENT  ROAD (S.R. 59) A DISTANCE OF 42.96 FEET TO A POINT;  THENCE
SOUTH 85 DEG. 05' 10" EAST ALONG THE SOUTHERLY LINE OF SAID  KENT
ROAD  A DISTANCE OF 491.88 FEET TO A POINT; THENCE SOUTH 81  DEG.
28'  35"  EAST  ALONG  THE SOUTHERLY LINE OF  SAID  KENT  ROAD  A
DISTANCE OF 144.50 FEET TO A POINT; THENCE SOUTH 82 DEG. 03'  43"
EAST  ALONG  THE SOUTHERLY LINE OF SAID KENT ROAD A  DISTANCE  OF
37.88  FEET TO A P.K. NAIL, WHICH IS THE TRUE PLACE OF  BEGINNING
FOR  THE PARCEL OF LAND HEREIN DESCRIBED; THENCE CONTINUING SOUTH
82 DEG. 03' 43" EAST ALONG THE SOUTHERLY LINE OF SAID KENT ROAD A
DISTANCE OF 73.30 FEET TO A 5/8" CAPPED REBAR (T.E. GIFFELS 5960)
SET  AT  A  POINT OF CURVATURE; THENCE ALONG THE ARC OF A  CIRCLE
CURVING TO THE LEFT HAVING A CENTRAL ANGLE OF 01 DEG. 18'  12"  A
RADIUS OF 2822.04 FEET, A TANGENT OF 32.10 FEET, A CHORD OF 64.19
FEET,  A  CHORD BEARING SOUTH 81 DEG. 10' 12" EAST,  AND  AN  ARC
LENGTH  OF 64.19 FEET TO A DRILL HOLE SET; THENCE SOUTH  09  DEG.
16'  55" WEST A DISTANCE OF 1.58 FEET TO A 5/8" CAPPED REBAR  (T.
E. GIFFELS 5960) SET; THENCE SOUTH 78 DEG. 37' 30" EAST ALONG THE
SOUTHERLY  LINE OF SAID KENT ROAD A DISTANCE OF 12.47 FEET  TO  A
5/8" REBAR FOUND; THENCE NORTH 04 DEG. 47' 30" WEST A DISTANCE OF
1.04  FEET TO A DRILL HOLE SET; THENCE SOUTH 78 DEG. 37' 30" EAST
ALONG  THE SOUTHERLY LINE OF SAID KENT ROAD A DISTANCE  OF  60.08
FEET TO A POINT; THENCE SOUTH 04 DEG. 07' 15" EAST A DISTANCE  OF
237.40  FEET  TO  A  5/8" CAPPED REBAR (T.E. GIFFELS  5960)  SET;
THENCE SOUTH 85 DEG. 52' 45" WEST A DISTANCE OF 207.91 FEET TO  A
5/8"  CAPPED REBAR (T.E. GIFFELS 5960) SET; THENCE NORTH 03  DEG.
17'  38" WEST A DISTANCE OF 287.10 FEET TO A P.K. NAIL, WHICH  IS
THE TRUE PLACE OF BEGINNING, AND CONTAINING 1.2470 ACRES OF LAND,
MORE  OR  LESS,  AS SURVEYED IN APRIL 2004 BY LOUIS  J.  GIFFELS,
REGISTERED SURVEYOR NO. 7790 WITH GBC DESIGN, INC.

TOGETHER WITH THE EASEMENT RIGHTS CONTAINED IN THE OPERATION  AND
EASEMENT   AGREEMENT  BETWEEN  DAYTON  HUDSON   CORPORATION   AND
DEVELOPERS DIVERSIFIED REALTY CORPORATION FILED JULY 21, 1994  IN
VOLUME OR 1721 PAGE 5 SUMMIT COUNTY RECORDS, AS AMENDED BY  FIRST
AMENDMENT  FILED  APRIL 18, 1996 IN VOLUME  OR  2156,  PAGE  1242
SUMMIT COUNTY RECORDS.

PARCEL NO. 56-16366
COMMONLY KNOWN AS: 4296 KENT ROAD, STOW, OH


Buyer Initial:  /s/ RE        Buyer Initial: /s/ SE
Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio
KOE LLC