This instrument was
prepared by

AEI Income & Growth Fund
25 LLC
Attn: Jenn Schreiner
1300 Wells Fargo Place
30 Seventh Street East
St. Paul, MN 55101
Phone:  800-328-3519



        (Space Above This Line For Recorder's Use Only)


              ASSIGNMENT AND ASSUMPTION OF LEASE

       THIS   ASSIGNMENT  AND  ASSUMPTION   OF   LEASE   (this
"Assignment")  made  this  25  day  of  October,  2005,   (the
"Effective Date") by and between CDK ASSOCIATES LLC,  a  South
Dakota  limited  liability  company  ("Assignor"),  having  an
address  of 115 South Main Avenue, Sioux Falls, South  Dakota,
57109,  and  AEI  INCOME AND GROWTH FUND 25  LLC,  a  Delaware
corporation  ("Assignee"), having an  address  of  1300  Wells
Fargo  Place,  30  Seventh Street East,  St.  Paul,  Minnesota
55101.

                     W I T N E S S E T H:

      WHEREAS, Assignor is the owner of certain real  property
located  at  2908  Broadway Avenue, City of  Yankton,  Yankton
County, South Dakota (the "Property") as further described  on
Exhibit A attached hereto and made a part hereof;

      WHEREAS, Assignor, as landlord, has leased the  Property
to  Tractor  Supply Company, a Delaware corporation  ("Tractor
Supply  Company"), as lessee, pursuant to that  certain  Lease
Agreement dated May 27, 2003 (hereinafter referred to as,  the
"Lease"); and

      WHEREAS, Assignor desires to assign its right, title and
interest in and to the Lease to Assignee, and Assignee desires
to  accept the assignment thereof and assume Assignor's right,
title and interest in and to the Lease;

     NOW, THEREFORE, in consideration of the mutual agreements
hereinafter   set   forth,  and  other   good   and   valuable
consideration,  the  receipt  and  sufficiency  of  which  are
acknowledged  by  each  of the parties  hereto,  Assignor  and
Assignee do hereby agree as follows:

     1.     ASSIGNMENT.    Assignor  hereby  irrevocably   and
unconditionally  sells, assigns, conveys, transfers  and  sets
over  unto Assignee, its heirs, successors and assigns  as  of
the  date  hereof  (the "Effective Date"), all  of  Assignor's
right, title and interest in, to and under: (i) the Lease  and
(ii)  any and all rents prepaid as of the Effective Date, held
by Assignor in connection with the Lease (the "Rent").


      2.    ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION.  Assignee
hereby  accepts  the foregoing assignment, and hereby  assumes
and  agrees  to  be  bound by and perform  all  of  Assignor's
obligations  and liabilities to be performed and/or  occurring
under  the  Lease  on or after the Effective Date,  including,
without  limitation, the obligations for  return  of  security
deposits as provided in the Lease and/or required by law,  and
any  and  all obligations for any and all leasing commissions,
brokerage  fees  and  similar payments which  become  due  and
payable   after   the   Effective  Date,  including,   without
limitation,  any and all leasing commissions,  brokerage  fees
and   similar  payments  which  become  due  and  payable   in
connection with the exercise of any option or right under  the
Lease.

      3.    INDEMNIFICATION.  (a) Assignor hereby  indemnifies
Assignee, and agrees to defend and hold harmless Assignee from
and  against any and all liability, loss, damage and  expense,
including without limitation reasonable attorneys' fees, which
Assignee may or shall incur under the Lease by reason  of  any
failure  or alleged failure of Assignor to have complied  with
or   to  have  performed,  before  the  Effective  Date,   the
obligations  of  the  landlord thereunder  which  were  to  be
performed before the Effective Date.

           (b)   Assignee  hereby  indemnifies  Assignor,  and
agrees  to defend and hold harmless Assignor from and  against
any  and  all  liability, loss, damage and expense,  including
without  limitation reasonable attorneys' fees, which Assignor
may or shall incur under the Lease by reason of any failure or
alleged failure of Assignee to comply with or perform,  on  or
after  the Effective Date, all the obligations of the landlord
thereunder which are to be performed on or after the Effective
Date.

     4.   SUCCESSORS AND ASSIGNS.  The terms and conditions of this
Agreement shall be binding upon and shall inure to the benefit
of  the  parties  hereto and their respective  successors  and
assigns.

     5.   RETAINED RIGHTS.  Assignee hereby agrees that Assignor
may,  at  Assignor's election and expense, proceed at  law  or
equity  to  collect  any delinquent rents accruing  under  the
Lease  prior  to the Effective Date.  Assignor  hereby  agrees
that Assignee shall have no obligation to collect any rent due
prior  to  the  Effective  Date  under  the  Lease;  provided,
however, that in the event Assignee is paid rent from a tenant
that has delinquent rent accruing prior to the Effective Date,
and  such payment is in excess of current rent due and payable
under  the Lease and any collection costs incurred by Assignee
to collect such rents, then Assignee agrees to pay such excess
amount to Assignor as soon as reasonably practicable after the
date  of  receipt by Assignee.  In the event that Assignor  is
paid  any  rents after the Effective Date, Assignor agrees  to
pay  such to Assignee as soon as reasonably practicable  after
the date of receipt by Assignor.

     6.   COUNTERPARTS.  This Agreement may be executed in several
counterparts,  each of which shall be deemed an original,  and
all  of  which  together shall constitute  one  and  the  same
instrument.


      IN  WITNESS WHEREOF, the parties hereto have caused this
instrument to be duly executed on the day and year  first  set
forth above.

ASSIGNOR:                CDK ASSOCIATES LLC,
                         a  South  Dakota  limited  liability
company

                         By:  /s/ Lester A Kinstad
                         Name:    Lester A Kinstad
                         Title:   Managing Member


STATE OF So Dak          )
                         ) ss.
COUNTY OF Minnehaha      )

      The foregoing was acknowledged before me this 25 day  of
October,  2005, by Lester A Kinstad, the Sole  Member  of  CDK
Associate  LLC, a South Dakota limited liability company,  for
himself and for CDK Associates LLC.

      IN  WITNESS  WHEREOF, I have hereunto set  my  hand  and
affixed my official seal in the County and State of aforesaid,
the day and year last above-written.

[notary seal]                 /s/ Sharon L Lusk
                                  Notary Public


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
              SIGNATURES TO FOLLOW ON NEXT PAGE]

ASSIGNEE:                AEI INCOME & GROWTH FUND 25 LLC,
                         a Delaware limited liability company

                         By:  AEI Fund Management XXI, Inc.,
                              a Minnesota corporation, its
                         Managing  Member



                              By:  /s/ Robert P Johnson
                              Name:    Robert P Johnson
                              Title:   President




STATE OF MINNESOTA  )
                    ) ss.
COUNTY OF RAMSEY    )

      The foregoing was acknowledged before me this 25 day  of
October  2005,  by Robert P. Johnson, in his capacity  as  the
President  of  AEI  Fund  Management XXI,  Inc.,  a  Minnesota
corporation, the managing member of AEI Income &  Growth  Fund
25 LLC, a Delaware limited liability company, who acknowledged
the  execution of the foregoing instrument to be the voluntary
act  and  deed  of said company by authority of its  board  of
directors on behalf of the company.

      IN  TESTIMOMNY WHEREOF, I have hereunto set my hand  and
affixed  my  official seal in the County and State  aforesaid,
the day and year first above written.

[notary seal]       /s/ Jennifer L Schreiner
                         Notary Public




                           EXHIBIT A


                       Legal Description


Real  property  in County of Yankton, State of  South  Dakota,
described as follows:

Lots  4 and 9, Block 2, Airport Acres Addition, excluding  the
West Half (W 1/2) of vacated Piper Street lying immediately East
of  said  Lot  4 as vacated by Resolution of Board  of  County
Commissioners, dated June 4, 1958, all in the City and  County
of  Yankton,  South Dakota as per plat recorded  in  Book  S3,
pages 63-63A.



                             LEASE

THIS  LEASE made as of the 27th day of May, 2003, by and  between
CDK Associates, LLC, (the "Landlord") and TRACTOR SUPPLY COMPANY,
a Delaware corporation (the "Tenant").

     I. PREMISES.

          (a)  LEASED PREMISES. Landlord for and in consideration
     of  the  covenants contained in this Lease and made  on  the
     part  of  Tenant, does hereby lease unto Tenant  and  Tenant
     does  hereby lease from Landlord the real property described
     in  EXHIBIT A attached hereto, and the improvements  now  or
     hereafter  located  thereon (the  "Premises"),  situated  in
     Yankton, South Dakota, to have and to hold the same, for the
     term and on the conditions hereinafter provided.


          (b) CONSTRUCTION OF IMPROVEMENTS. Prior to commencement
     of  the Term of this Lease, as described in Section 2 below,
     Landlord  agrees  to  complete the design,  engineering  and
     construction of a building (the "Building") on the  Premises
     in  accordance with the construction requirements  described
     in EXHIBIT E attached hereto.

     2. TERM

          (a) LEASE COMMENCEMENT.  Tenant shill have and hold the
     Premises   for  an  initial  term  of  fifteen  (15)   years
     commencing on the Lease Commencement Date, as set  forth  in
     EXHIBIT  E  attached hereto (the "Lease Commencement  Date")
     and  ending on December 31, 2018. The "Term" shall mean  the
     original term of this Lease, plus any extensions pursuant to
     the  terms  of  this Lease. A "Lease Year" shall  mean  each
     twelve (12) month period of the Term commencing on the Lease
     Commencement Date and every anniversary thereof

          (b)  EARLY  OCCUPANCY  Notwithstanding  the  foregoing,
     Tenant   may  occupy  the  Premises  prior  to   the   Lease
     Commencement  Date for purposes of completing fixturing  and
     other  work to be completed by Tenant in readying the  store
     for opening.

     3.  OPTION  TO EXTEND TERM. Tenant shall have the  right  to
extend  the  Term for three (3) successive periods  of  five  (5)
years  each on the terms and conditions contained in this  Lease,
upon  written notice in writing to Landlord given at least ninety
(90)  days  prior to the expiration of the initial  Term  or  any
extended Term.

     4. ANNUAL RENT/FIXED.

          (a)  RENT  COMMENCEMENT. Tenant's  liability  for  rent
     shall  commence  as described in EXHIBIT E  subject  to  the
     terms and conditions of this Lease. Tenant, in consideration
     of  the covenants made by Landlord, covenants and agrees  to
     pay to Landlord as


rent for the Premises during the Term, and any extension thereof,
the  annual basic rent as set forth on EXHIBIT C, attached hereto
and  made  a  part hereof (collectively, the "Annual  Rent"),  in
payable  in  advance in equal monthly installments on  the  first
(1st),  day of every calendar month (each, a "Due Date"), as  set
forth  on  EXHIBIT C.  If the Lease Commencement Date  is  a  day
other  than  the first day of a calendar month, the first  rental
payment and the last rental payment shall be the pro-rata portion
of  such  rent for days contained in such fractional month.  Rent
shall be paid to Landlord at the address set forth on EXHIBIT  C,
or  at  such  other address as Landlord may designate by  written
notice to Tenant.

     (b) MONTHLY INSTALLMENTS. All monthly installments of Annual
Rent  shall  be  paid on or before the Due Date in United  States
Dollars,  without prior demand or offset except  as  specifically
permitted  under  this Lease. Any monthly installment  of  Annual
Rent  made  more than fifteen (15) days after the Due Date  shall
bear interest at the rate of one and one-half percent (1.5%)  per
annum until paid.

     5.  NET LEASE.  In addition to the Annual Rent. Tenant shall
be  responsible  for  payment  of real  estate  taxes,  insurance
premiums and utilities related to the Premises in order  to  make
the  Annual  Rent  payable  to Landlord,  net  of  all  customary
expenses of operating the Premises, as follows:

     (a)  REAL  ESTATE TAX. During the entire term of this  Lease
and  any  renewals thereof, Tenant shall also be responsible  for
the  payment of all real estate property taxes ("Property Taxes")
assessed  against  the land and the Building  to  be  constructed
which comprise the Premises. Landlord shall furnish Tenant with a
copy  of  each tax statement, and within ten (10) days after  the
receipt  of  same,  Tenant shall deposit with Landlord  the  full
amount  of  such  Property Taxes as shown on such  statement  for
payment by Landlord.

     (b)  INSURANCE.  Tenant shall procure  and  keep  in  effect
during  the  Term public liability and property damage  insurance
with  a combined single limit coverage of $2,000,000.00 for  each
occurrence.  Tenant shall also procure and keep in effect  during
the Term fire and extended coverage for the Building, written  on
an  All-Risk  Endorsement and Replacement Cost basis.  Each  such
policy  referred  to  above shall name  Landlord  and  Landlord's
mortgagee  as  additional insureds as their interest  may  appear
..All  such policies shall be issued by entities with an A.M. Best
Rating  of A-VII or higher. Tenant shall deliver certificates  of
insurance  evidencing such coverage within ten (10) days  of  the
Commencement Date, or the date of any renewal of this Lease,  and
not  less than three (3) days prior to the expiration of any such
policy.

     (c)  ASSESSMENTS. Tenant shall pay, as they become  due  and
payable,  all  assessments  and  other  charges  or  governmental
impositions   levied  upon  or  assessed  against  the   Premises
including  but  not limited to, assessments for sewer  or  water,
within  ten (10) days after Landlord has furnished Tenant with  a
copy  of  the  statement  for the same; provided,  however,  that
Tenant may. in its own name, dispute and contest the same, and in
such  case,  disputed  items shall be paid  under  protest  until
finally  adjudicated to be valid.  At the conclusion of any  such
contest Landlord shall reimburse Tenant 100% of any reduction and
Tenant  shall pay Landlord 100% of any increase. All court  costs
interest and penalties relating to any such dispute shall be paid
by Tenant.



If  any  assessment is payable in installments or separate  parts
over  a  period  of two (2) or more years, only  the  part  which
becomes  due  in a particular year shall be payable according  to
the provisions of this Lease agreement.


     (d) UTILITIES.  Landlord, at Landlord's expense, shall cause
all  utilities  serving  the Premises to be  separately  metered.
Tenant  agrees to pay all charges made against the  Premises  for
electricity,  gas, heat, water, and all other  utilities  as  and
when due during the term of this Lease and any renewals thereof.

     Tenant shall make arrangements for all utilities serving the
Premises to bill Tenant directly for monthly usage charges during
the Term of this Lease. Tenant shall maintain, the temperature of
the  Building  on  the  Premises at a temperature  sufficient  to
prevent  damage  to the water system caused by  freezing.  Tenant
shall  pay  all utility bills and statements promptly  to  insure
that no liens attached to the Premises due to lack of payment  of
same  Landlord has the right to declare this Lease in default  in
the  event a lien is filed against the Premises. Landlord may pay
ally  unpaid  utility charges at its option and, in  such  event.
Tenant shall reimburse Landlord for any such payments.

     6. QUIET POSSESSION.

     (a) POSSESSION. Landlord represents, warrants and guarantees
to  Tenant  quiet and undisturbed possession of the Premises  for
the  Term,  and  further represents and warrants to  Tenant  that
Landlord  has full right and lawful authority to enter into  this
Lease,  and is lawfully seized of the Premises free and clear  of
all  tenancies, liens and encumbrances superior in rights to this
Lease, except for real estate taxes not yet due and payable,  and
the  exceptions described on EXHIBIT D attached hereto which have
been    approved   by   Tenant   (collectively   the   "Permitted
Exceptions"). Landlord represents and warrants that the Permitted
Exceptions  do not prohibit or adversely affect in  any  way  the
Tenant's  Intended  Use  (as hereinafter defined)  or  the  other
provisions of this Lease.


     (b)  APPLICABLE LAW. The Premises are subject to  applicable
statutes,  ordinances and regulations which  Landlord  represents
and warrants do not prohibit or adversely affect the Intended Use
of  the Premises, including, without, out limitation, the Outdoor
Display  Areas contemplated by Section 7, hereof.  Tenant  agrees
the  the Premises shall not be used as a wholesale club or store,
discount  store, drug store, pharmacy, gasoline station or  other
business  selling  gasoline, a convenience  store  or  a  grocery
store.
     (c) LANDLORD INDEMNIFICATION Landlord warrants and agrees to
defend  the  title  to  the Premises, and  will  indemnify,  hold
harmless  and defend Tenant against any damage and expense  which
Tenant  may  suffer  by  reason of any defect  in  the  title  or
description  of the Premises.  If, at any time, Landlord's  title
or  right to receive rent under this Lease is disrupted, or there
is  a  change  of ownership of Landlord's estate by  act  of  the
parties, operation of law or otherwise, Tenant may withhold  rent
thereafter  accruing until Tenant is furnished proof satisfactory
to it as to the party properly entitled to the rent.

     (d)   CERTIFICATE  OF  OCCUPANCY.  Landlord  represents  and
warrants  that  a  certificate of occupancy  or  its  equivalent,
permitting occupancy of the Premises for Tenant's



Intended  Use  shall,  be issued by the appropriate  governmental
authority  having jurisdiction over the Premises,  and  that  the
Premises  and the Intended Use shall, when completed, comply  and
conform  to  the  requirements  of all  governmental  authorities
applicable   to  the  Premises,  including,  without  limitation,
planning  and zoning rules and regulations, and building,  health
and fire codes. Landlord acknowledges that Tenant's obligation to
pay  rent  hereunder is contingent upon issuance of an acceptable
certificate of occupancy, or its equivalent (and compliance  with
the other requirements of Exhibit E) as set forth in Exhibit E.

     (e) SUBORDINATION; ATTORNMENT; NONDISTURBANCE. At the option
of  any  first  mortgagee of the Premises, this  Lease  shall  be
subordinate at all times to the lien of such mortgage or deed  of
trust existing or that may hereafter be placed upon the Premises,
and  to any and all advances made thereunder, provided that  such
subordination  shall not become effective unless  and  until  the
proposed  mortgagee  or  beneficiary  shall  have  executed   and
delivered  to  Tenant  the  Subordination,  Non-Disturbance   and
Attornment  Agreement attached hereto as EXHIBIT  G  (hereinafter
referred to as the "Nondisturbance Agreement").

     Landlord shall obtain and furnish to Tenant a Nondisturbance
Agreement   from  any  present  mortgagee  of  any  mortgage   or
beneficiary  of any deed of trust superior to this  Lease  on  or
before  the  date  this  Lease is fully executed.  In  the  event
Landlord has not furnished Tenant with an executed Nondisiurbance
Agreement  from such mortgagee or beneficiary within  sixty  (60)
days from the date of this Lease, Tenant shall have the right  to
terminate  this Lease and immediately receive from  Landlord  any
and all prepaid rents, deposits and other sums paid by Tenant  on
account of this Lease.

     (f)  ADA  COMPLIANCE. Landlord covenants and agrees that  at
its  own  expense,  and without any right of  reimbursement  from
Tenant, it shall complete construction to the Building and effect
such    improvements,   alterations,   repairs,   additions    or
replacements  to  the Premises, and take such  other  actions  as
shall  be  necessary to cause the Premises, to fully  and  timely
comply  with  the  requirements of all  governmental  authorities
applicable   to  the  Premises,  including,  without  limitation,
planning  and zoning rules and regulations, building, health  and
fire  codes,  the " American with Disabilities Act"  of  1990  as
amended  and the Federal regulations promulgated thereunder  (the
"Disabilities Act"); provided, however, that, with respect to the
Disabilities Act, the parties agree as follows:

     (i)   Each   party  shall  have  responsibility  under   the
Disabilities  Act  for  its  own standards,  criteria,  policies,
practices, and procedures.

     (ii)  Tenant shall have the responsibility for the provision
of  "' auxiliary aids and services" (as such term is used in  the
Disabilities Act) to its customers, if and to the extent required
in connection with its operation of its business on the Premises.

     (iii)  Except as provided in subsection (iv) below, Landlord
shall have responsibility for the removal of barriers, where such
removal is required by the Disabilities Act.

           (iv)  Tenant  shall  have the responsibility  for  the
removal  of  barriers, if any, created by its trade fixtures  and
leasehold  improvements made by Tenant,  where  such  removal  is
required by the Disabilities Act.


          (v)  Where  barrier  removal is  not  required  by  the
     Disabilities  Act,  but  the use of alternative  methods  of
     providing   access   is   required,  Landlord   shall   have
     responsibility  for the use of such methods  except  to  the
     extent   that  the  Disabilities  Act  required  alternative
     methods that involve services by Tenant's employees for  the
     retrieval or delivery of Tenant's inventory.


          (vi)  Where  alterations made by either  party  trigger
     'path  of  travel' requirements under the Disabilities  Act,
     responsibility for satisfying such requirements  shall  rest
     on: the party making such alterations,

     7  USE  OF  THE  PREMISES.  Tenant shall  use  the  Premises
primarily for the sale of farm, home and auto supplies,  and  any
incidental-or  accessory  uses relating  thereto,  including  the
display  of merchandise in the Outdoor Display Areas and  on  the
sidewalks  in  front  of the Building (the  "Intended  Use").  In
addition, Tenant shall have the right to use the Premises for any
other  lawful  purpose provided the written consent  of  Landlord
shall have been obtained, which consent shall not be unreasonably
withheld or delayed. Tenant shall not permit or suffer the use of
the  Premises  for  any  unlawful purpose. Landlord  specifically
acknowledges  that  Tenant may erect racking  and  other  display
facilities  in the Outdoor Display Areas reflected in  EXHIBIT  A
Tenant  shall also have the right to enclose the Outdoor  Display
Areas  with  fencing. In addition, to the Outdoor Display  Areas,
Tenant  may  display seasonal merchandise in the areas designated
on the Site Plan attached as EXHIBIT A.

     8. RESERVED

     9. Eminent Domain.

          (a) TAKING As used herein, the term "Taking" shall mean
     any  taking  of all or any part of the Premises  or  of  the
     Center  in  which  the Premises are located  or  any  access
     thereto  by  right  of eminent domain, by  a  deed  in  lieu
     thereof,  or  otherwise. Landlord shall give  Tenant  prompt
     notice of any pending or threatened Taking and shall provide
     Tenant  with  copies  of all notices  or  other  information
     related  to  any negotiations, communications. or government
     actions related to a threatened Taking.


          (b)  TERMINATION BY TENANT. If, during the Term,  there
     is  a  Taking and the remaining portion of the Premises,  if
     any,  is  in  Tenant's judgment unsuitable for the  Intended
     Use, Tenant may by written notice to Landlord terminate this
     Lease as of the date title vests pursuant to such Taking and
     all  rent  and other charges due under this Lease  shall  be
     apportioned to such date.

     In  addition,  if as a result of a Taking (i) there  is  any
material  change in access from the Center to Broadway,  or  (ii)
the  parking  ratio  for the Center is reduced  below  three  (3)
parking spaces per 1, 000 square feet of gross leasable area,  or
(iii) twenty percent (20%) or more


of  the  Common Areas shall be taken, or (iv) the repairs to  the
portion of the Premises subject to the Taking cannot, in Tenant's
reasonable judgment, be repaired within a reasonable timeframe to
avoid  disruption of Tenant's business, then, and in any of  such
events,  Tenant  may terminate this Lease by  written  notice  to
Landlord  and  all  rent and other charges due under  this  Lease
shall  be  apportioned to the date title vests pursuant  to  such
Taking.

     (c)  RESTORATION.  If  this  Lease  is  not  terminated   as
hereinabove provided then:

     (i)  Landlord shall at its sole expense promptly repair  and
rebuild  the  part  of the Premises that is not  subject  to  the
Taking to a condition satisfactory, in Tenant's judgment, for the
Intended Use.


     (ii)  Between  the  date  of Taking  and  thirty  (30)  days
following   the  completion  of  repairing  and  rebuilding   the
Premises,  all  rent  and  other charges  payable  to  Tenant  to
Landlord  hereunder shall be equitably abated to the extent  that
the  Premises  are  not, in Tenant's judgment, suitable  for  the
conduct of Tenant's Intended Use.

     (iii)  Upon  the completion of such repairs and  rebuilding,
and thereafter throughout the balance of the Term, rent and other
charges   due  Landlord  hereunder  shall  be  reduced  in   that
proportion  which  the  number of square  feet  of  area  of  the
Premises taken bears to the total number of square feet  of  area
of the Premises existing immediately prior to such Taking.

     (iv)  Notwithstanding the foregoing, nothing in  this  Lease
shall  prohibit  Tenant  from  receiving  compensation  from  the
condemning authority for Tenant's interest in the Premises, trade
fixtures  installed by Tenant in the Premises,  or  for  Tenant's
moving expenses.

     10. MAINTENANCE AND REPAIR.

     (a)  HVAC  AND  BUILDING  SYSTEMS. Landlord  represents  and
warrants to Tenant that, as of the commencement of the Term,  the
heating  ventilating, and air conditioning (collectively the  "HV
AC"), the plumbing, mechanical, electrical and roof systems in or
serving  the  Premises  are new, have  been  tested  and  are  in
complete working order, meet the specifications for the Premises,
and  are  acceptable for Tenant's Intended Use and in  conformity
with  all  requirements  of applicable governmental  authorities.
Landlord shall assign to Tenant all of the Warranties related  to
the  HVAC,  the roof, and other building systems, as contemplated
by subsection (e) below.

     (b)  TENANT  OBLIGATIONS.  Tenant  shall,  at  its  expense,
maintain  in  good  \ condition and repair the  interior  of  the
Premises  and  the  doors  and windows, except  for  any  repairs
thereto that are necessitated by the willful or negligent acts of
Landlord   or  its  agents,  independent  contractors,   vendors,
suppliers,  servants,  other  tenants,  or  employees,  which   i
Landlord shall perform at its expense.


     (d)  RIGHT  TO  CORRECT.  If Tenant  fails  to  perform  its
replacement,  repair or maintenance obligations  hereunder,  then
the  Landlord,  after  thirty (30) days  written  notice  to  the
defaulting party or upon such shorter notice as may be reasonable
(i)  in  the  event  of an emergency or (ii) in  the  event  such
replacement, repair or maintenance is necessary in order to avoid
damage  to  Tenant's  merchandise or interference  with  Tenant's
business,  may  perform the same at the cost  of  the  defaulting
party;  provided, however, other than in the case of an event  or
events   described  in  clause  (i)  or  (ii),  above,  of   this
subsection,  if such default cannot be cured within  thirty  (30)
days despite diligent efforts and such defaulting party commences
to  cure  within  such  thirty (30) day  period,  and  thereafter
pursues such cure diligently to completion, then the cure  period
shall  be  extended  for  such  additional  period  as  shall  be
necessary  to  complete such cure, but not to exceed  sixty  (60)
days.


     If  the  Tenant fails to reimburse Landlord for the cost  of
replacements,  repairs  or maintenance so performed  by  Landlord
within  thirty  (30) days after Tenant receives from  Landlord  a
statement  setting forth such cost, then the cost to Landlord  of
performing the same shall be deemed additional Rent.

     If  the  defaulting party is Landlord and Landlord fails  to
reimburse  Tenant  for  the  cost  of  replacements,  repairs  or
maintenance so performed by Tenant within thirty (30) days  after
Landlord  receives  a  statement setting forth  such  cost,  then
Tenant  may  offset  the cost to Tenant of  performing  the  same
against  the  rent and other charges due from Tenant  under  this
Lease.

     (e)  ASSIGNMENT  OF  WARRANTIES. All third-party  warranties
related to the HV AC, the roof, and other building systems, shall
be  assigned  to  Tenant upon completion of the Improvements  and
acceptance  of  the Improvements by Tenant, as  provided  for  in
EXHIBIT E.

     11. ALTERATIONS AND IMPROVEMENTS:

     (a)  ALTERATIONS OR IMPROVEMENTS BY TENANT. Tenant  may,  at
its  expense,  make any nonstructural alterations or improvements
to  the  Premises which it may deem desirable, but it shall  make
them in a good and workmanlike manner and in accordance with  all
applicable  governmental  requirements.  The  Landlord,   without
expense to itself, shall cooperate with



Tenant  in  securing  building permits  or  other  authorizations
necessary from time to time for any such work by Tenant.

     In  addition, Tenant may also make structural alterations or
improvements  to  the  Premises  with  Landlord's  prior  written
consent,  which  consent  shall not be unreasonably  withheld  or
delayed. If Landlord falls to consent or object in writing to any
alterations or improvements proposed by Tenant to Landlord within
fifteen  (15)  days after Tenant so requests, Landlord  shall  be
deemed  to  have  consented  to such  structural  alterations  or
improvements. If any mechanics' or materialmen's liens are  filed
arising  from  any work by Tenant with respect to  the  Premises,
Tenant  shall  satisfy or otherwise remove such liens  of  record
from  the Premises within sixty (60) days of notification thereof
by Landlord. (If Tenant disputes the claim, in good faith, Tenant
shall have the right to contest the same in 8: court of competent
jurisdiction, provided Tenant deposits a reasonable  escrow  fund
with  Landlord  or  otherwise has the  lien  bonded  during  such
proceedings).

     (b) LANDLORD'S WORK. Landlord's Work is described in full in
Exhibit E


     (c)  END  OF  TERM. Upon the termination of this Lease,  the
Tenant  shall,  at  its  option (i) remove  any  trade  fixtures,
equipment, alterations, and improvements installed by it  on  the
Premises  and  repair any damage caused by such removal.  at  its
expense  or  (ii) leave all such alterations and improvements  on
the  Premises (except for its moveable trade fixtures,  furniture
and   equipment),  in  which  event  all  such  alterations   and
improvements shall become the property of Landlord.

12. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY.

     (a)   DESTRUCTION:  RIGHTS  OF  PARTIES.  If  the   Premises
(including all improvements and alterations thereon, whether made
by Landlord or Tenant) shall be damaged or destroyed by fire, the
elements,  unavoidable  accident or other  casualty,  whether  in
whole  or  in  part, the Landlord, at its sole cost  and  expense
shall,  within  six  (6)  months from the  date  such  damage  or
destruction occurs (the "Expected Completion Date") promptly  and
with  due  diligence  repair  and rebuild  the  Premises  to  the
condition  existing just prior to such damage or destruction.  If
Landlord determines in good faith that the Premises cannot be  so
repaired  and rebuilt by the Expected Completion Date,  Landlord,
shall  within  five  (5) days from the date  of  such  damage  or
destruction, give written notice to Tenant of the date  when  the
Premises  will  be completely repaired and rebuilt (the  "Revised
Expected  Completion  Date"), whereupon, Tenant  shall  have  the
option  either (i) to terminate this Lease by written  notice  to
Landlord within ten (10) days thereafter and this Lease shall  be
deemed  to  have  terminated as of the date  of  such  damage  or
destruction; or (ii) to permit Landlord to completely repair  and
rebuild the Premises by the Revised Expected Completion Date.

     Notwithstanding  anything contained in this section,  Tenant
shall  have the further right to terminate this Lease by  written
notice  to  Landlord within ten (10) days from the occurrence  of
anyone  of  the following events: (i) Landlord does not  commence
repairing  and rebuilding the Premises within fourteen (14)  days
from (a) the date of damage or destruction


(where  the  Premises  are  to be repaired  and  rebuilt  by  the
Expected  Completion  Date), or (b) the  date  Landlord  notifies
Tenant  of the Revised Expected Completion Date, as the case  may
be;  or (ii) Landlord does not diligently repair and rebuild  the
Premises  in good and workmanlike manner; or (iii) Landlord  does
not  completely repair and rebuild the Premises by  the  Expected
Completion Date, or the Revised Expected Completion Date, as  the
case may be.

Any  election by Tenant to terminate this Lease pursuant  to  the
provisions of this section shall be without waiver of  any  other
rights  or remedies available to Tenant under this Lease, at  law
or in equity.

     (b)  RENT ABATEMENT From the date such damage or destruction
occurs  to  the  Premises  to  the  date  when  al]  repairs  and
rebuilding  are  complete  and  Tenant  commences  reusing,   the
Premises for the Intended Use, the rent and all other charges due
under  this Lease shall be reduced by the same percentage of  the
Premises  which, in Tenant's judgment, cannot be economically  or
practically used for the Intended Use.

     13. WAIVEROF SUBROGATION/INDEMNIFICATION.

     (a) SUBROGATION. Landlord and Tenant agree that with respect
to  any  property loss which is covered by insurance  then  being
carried  or  required to be carried by them  hereunder7  the  one
suffering  such  loss  and carrying or  required  to  carry  such
insurance  releases  the other of and from any  and  all  claims,
defense  costs  and expenses with respect to such loss.  Landlord
and  Tenant  further agree that each of their insurance  policies
(insuring the improvements, in the case of Landlord, and Tenant's
personal  property, in the case of Tenant) shall provide  for  an
appropriate  waiver of subrogation reflecting this release.  Each
party shall, within fifteen ( 15) days after request by the other
party  7  deliver to such other party a certificate of  insurance
and  a  receipt  of insurance and a receipt evidencing  that  the
insurance  required by this Lease is paid in  full  and  in  full
force  and effect. No insurance required by this Lease  shall  be
cancelable  except after thirty (30) days notice  to  Tenant  and
Landlord,  All  insurance required by this Lease may  be  carried
under  blanket  policies  maintained by  the  party  required  to
maintain such insurance or may be carried under a combination  of
primary  insurance and umbrella coverage. All insurance  policies
required   by  this  Lease  shall  be  written  by  solvent   and
responsible insurance companies authorized to do business in  the
state in which the Premises' are located which are well rated  by
national rating organizations.

     (b)  INDEMNIFICATION. Landlord agrees to indemnify and  hold
Tenant harmless from and against any and all claims, liabilities,
damages,   causes  of  action,  costs  and  expenses,   including
reasonable attorneys' fees, for personal injury, death,  property
damage,  and  other  losses occurring in  or  as  the  result  of
Landlord's  operation of any common area, or arising out  of  any
failure  of the Landlord to perform any of its obligations  under
the  Lease, or resulting from the acts or omissions of  Landlord,
its agents, employees or contractors, excluding, however, damages
arising  solely out of the negligence of the Tenant  or  Tenant's
employees, agents or
contractors.

     Tenant  agrees to indemnify and hold Landlord harmless  from
and  against any and all claims, liabilities, damages, causes  of
action, costs and expenses, including reasonable


attorneys' fees, for personal injury, death, property damage,  or
other  losses occurring in the i Premises, or arising out of  any
failure of the Tenant to perform any of its obligations under the
i  Lease, or resulting from the acts or omissions of the  Tenant,
its  agents, employees or contractors, excluding, however, damage
arising sole out of the negligence of the Landlord, or Landlord's
employees, agents or contractors. ,

     14.  TENANT'S PROPERTY AND FIXTURES. Landlord hereby  waives
any right to distraint and any Landlord's lien or similar lien on
all  personal property in or on the Premises, including  Tenant's
moveable  trade  fixtures,  furniture, inventory  and  equipment,
whether  owned by Tenant or any other person, and the same  shall
be  and  remain the personal Property of Tenant, exempt from  the
claims  of  Landlord or any mortgagee or lienholder  of  Landlord
without  regard to the means by which the same are  installed  or
attached. Tenant may at. any time during the continuance  of  its
tenancy  or upon vacating the Premises, remove all such  personal
property,  including Tenant's moveable trade  fixtures  furniture
and  equipment, which Tenant owns or may have installed or placed
at  its  own  expense on the Premises or which it  furnished  and
Landlord  installed.  If such removal damages  any  part  of  the
Premises the Tenant shall repair such damage.

     15. ASSIGNMENT/SUBLETTING

     (a)  TRANSFER. As used herein, a "Transfer" shall  mean  the
assignment of this Lease or the Transfer or the subletting of all
or  any  part  of the Premises by Tenant. Except as  provided  in
subsection  (b) below, Tenant may not effect or cause a  Transfer
without  Landlord's written consent, which consent shall  not  be
unreasonably withheld, conditioned or delayed.

     (b  )  PERMITTED TRANSFERS. Notwithstanding anything to  the
contrary  contained  in  this Lease, with  the  Landlord's  prior
consent, Tenant may:

          (i) Transfer the Premises or any portion thereof to any
     "affiliate company". An "affiliate company" shall mean,  for
     purposes of this subsection, any corporation, partnership or
     other  business  entity under common control  and  ownership
     with the Tenant, or with the parent or any subsidiary of the
     Tenant or Tenant's parent.

          (ii) Merge into or consolidate with any corporation.

          (iii) Transfer the Premises, or any portion thereof, to
          any  buyer of all or substantially all of the  business
          operations  of  Tenant,  provided  that,  as   of   the
          effective date of the Transfer, provided, however, such
          buyer  shall  be  subject  to  all  of  the  terms  and
          conditions of this Lease.

          (iv)  Transfer  the  Premises  to  any  franchisee   or
     licensee  of  the Tenant, provided however, such  transferee
     shall be subject to all of the terms and conditions of  this
     Lease

          (v)  Effectuate a Transfer in connection with the  sale
     or  transfer of all or any portion of the outstanding  stock
     of Tenant.






Tenant agrees to give Landlord written notice within thirty  (30)
days of any Transfer described in (c) (i) through (v) above.

     16. TAXES

     (a) PERSONAL PROPERTY TAXES. Tenant shall pay when due taxes
levied  upon the personal property owned or leased by Tenant  and
kept on the Premises.

     (b)  TAX  CONTESTS. Landlord and Tenant may  in  good  faith
contest any such taxes if the contesting party protects the other
parties interest in the Premises by means reasonably satisfactory
to, the party not contesting such taxes.

     17. DEFAULT.

     (a)  TENANT DEFAULT. If Tenant shall default in the  payment
of  rent  to  be  paid  by Tenant under  this  Lease  or  in  the
compliance  with any provision of this Lease and such default  of
Tenant  shall continue uncured for fifteen (15) days in the  case
of  a  monetary default or thirty (30) days in the case of a non-
monetary  default after written notice thereof from the Landlord,
then the Landlord, by giving written notice to Tenant, may either
(i)  terminate  this  Lease, or (ii)  re-enter  the  Premises  by
summary  proceedings,  in either event,  removing  Tenant  .  and
removing  all  property  from  the Premises  and  re-renting  the
Premises  at  the best possible rent obtainable, and receive  the
rent  therefrom and apply such rent to the Annual Rent and  other
charges  due  under this Lease; provided, however,  Tenant  shall
remain  liable for the amount of all rent for the entire term  of
this  Lease  less  the monies actually collected  from  such  re-
renting which Landlord shall apply to rent and other charges  due
under  this Lease, if any. Notwithstanding the foregoing, in  the
case  of a non-monetary default, if such non-monetary default  is
not  reasonably capable of being cured within the original thirty
(30) day period, then the period for curing such default shall be
extended  for  so  long as Tenant is proceeding  with  reasonable
diligence to cure such default.

     If  a  petition in bankruptcy shall be filed by  Tenant,  or
Tenant  shall be adjudicated a bankrupt, ot Tenant shall  make  a
general assignment for the benefit of creditors, or if due to any
proceeding based upon the insolvency of Tenant, a receiver of all
of  the  property of Tenant shall be appointed and shall  not  be
discharged  within  sixty (60) days after such appointment,  then
Landlord  may  terminate this Lease by giving written  notice  to
Tenant  of  its intention to do so. Landlord shall use reasonable
efforts  to  mitigate its damages upon a default by Tenant  under
this Lease.

     (b) LANDLORD DEFAULT. If Landlord defaults in the compliance
with  any  provision of this Lease and such default  of  Landlord
continues uncured for thirty (30) days after written notice  from
Tenant  to  Landlord, then, in addition to all other  rights  and
remedies  provided by law and in equity, Tenant  shall  have  the
right  to  cure  such default and offset the cost  of  such  cure
against  the  rent  and  other  charges  due  under  this  Lease.
..Notwithstanding the foregoing, if such default is not reasonably
capable  of being cured within thirty (30) days, then the  period
for curing such default shall be extended for so long as Landlord
is proceeding with


reasonable diligence to cure such default. If any such default by
Landlord  continues  uncured for sixty (60)  days  after  written
notice from Tenant, then, in addition to its other rights, Tenant
shall have the right to terminate this Lease by written notice to
Landlord. Nothing contained in the foregoing provisions  of  this
subsection  shall  limit Tenant's right to cure  any  default  by
Landlord of its replacement, repair or maintenance obligations or
the  time  limit prescribed pursuant to the terms of  this  Lease
within which such cure call be effected.

     18.   TENANT'S   EXCLUSIVE   USE/NON-DISTURBANCE.   Landlord
covenants that it will not (except as to the Premises) construct,
lease or occupy, or permit to be constructed, leased or occupied,
a  farm,  ranch  or  feed  retail  store  on  any  real  property
(collectively, the "Property") which Landlord (or  any  affiliate
or partner of Landlord, or any entity in which Landlord possesses
an  interest) intends to develop within a ten (10) mile radius of
the  Premises. The covenants and restrictions contained  in  this
section  are for the benefit of the Premises shall run  with  the
Property  and inure to and pass with the Premises, and  shall  be
binding upon any and all successive owners of the Property herein
restricted.  Landlord covenants that in the event Landlord  shall
hereafter  sell  the  Property or any  portion  thereof,  or  any
interest  therein, it will impose or cause to be imposed  in  the
documents  of  transfer a restriction preventing and  prohibiting
the  grantee or any future owner from using the Property so  sold
in  violation of the foregoing covenants and restrictions. At the
request  of  Tenant,  Landlord shall  record  an"  instrument  or
instruments setting forth the covenants contained in this Section
18.  Landlord  covenants that in the event of  a  breach  of  the
foregoing  covenants  and restrictions,  it  will  use  its  best
efforts to enforce such provisions. Notwithstanding the preceding
sentence,  in  the event a violation of any of the covenants  and
restrictions  set forth in this section continues for  more  than
one-hundred eighty (180) days, Tenant, in addition to  any  other
rights  or  remedies under law it may have as a  result  of  such
violation;  shall have the option to terminate  this  Lease  upon
written  notice to Landlord w.hereupon this Lease and the tenancy
created hereunder shall cease.

     19.  SURRENDER OF PREMISES. At the expiration of  the  Term,
Tenant  shall leave and surr6nder the Premises in good order  and
condition,  excepting  reasonable  wear  and  tear,  repairs  and
replacements required to be made by the Landlord and any loss  or
damage  by fire, the elements, casualty and as otherwise provided
herein.


     20.  HOLDOVER. Any holding over after the expiration of  the
Term  shall  create a month-to-month tenancy at the  Annual  Rent
specified in this Lease {pro-rated on a monthly basis), and shall
otherwise  be  on the same terms and conditions as  specified  in
this Lease as far as applicable.

     21.  SATELLITE  COMMUNICATIONS DISC AND EQUIPMENT.  Landlord
agrees that during the term of this Lease, Tenant shall have  the
right  to  install  a satellite communications disc  and  related
equipment" Tenant shall do so at its own cost and expense and  in
accordance  with  all  applicable laws,  rules  and  regulations.
Additionally,  Tenant shall defend. indemnify and  hold  Landlord
harmless  from and against any claims, costs or expenses incurred
by Landlord as a result of such installation by Tenant. If Tenant
shall install such equipment, Tenant shall be responsible for the
maintenance  and repair thereof, at Tenant's sole  cost.  At  the
expiration  or  other  termination of the Lease,  said  equipment
shall remain the property of Tenant, and may be
removed by Tenant, provided that Tenant shall repair any and  all
damage caused by such removal.

     22.  SIGNS Tenant shall have the right to install,  maintain
and  replace on the Premises Tenant's standard signs  and  logos,
including   the  installation  of  a  pylon  sign,  the   general
specifications  for  which are set forth in  Exhibit  F  attached
hereto.  Landlord warrants that the Permitted Exceptions  do  not
prohibit  Tenant's standard signs and logos. Tenant shall  obtain
any  and  all applicable permits from the locality in  which  the
Premises  are  located  for  the  installation,  maintenance  and
replacement  of  such signs and logos. No rooftop  sign  will  be
permitted.  Tenant  may install its standard pylon  sign  in  the
location shown on Exhibit A attached hereto.

     23. ENVIRONMENTAL

     (a)  LANDLORD REPRESENTATIONS. Landlord warrants, represents
and  covenants  that  there  are no  "Regulated  Substances"  (as
defined  herein) in. on or released or being released from  under
the  land, including, but not limited to, the Premises, and  that
the  Premises will remain in that condition during  the  Term  of
this  Lease,  except to the extent Tenant stores, sells  or  uses
such  substances  in  its normal course of  business.  "Regulated
Substances"   shall   include   "hazardous   waste",   "hazardous
substances",   "asbestos   or  asbestos  containing   materials",
"regulated     substances",    "petroleum",     "polychlorinated.
biphenyls", and other substances or chemicals regulated  pursuant
to  the  Comprehensive Environmental Response, Compensation,  and
Liability Act, 42 U.S.C. 9601-9675, the Solid Waste Disposal Act,
42  U.S.C.   6901-  6991i, the Toxic Substances Control  Act,  15
U.S.C.  2601-2692,  and the regulations promulgated  under  those
federal statutes, and the analogous and other state environmental
laws and regulations. Landlord specifically represents that there
are no asbestos or asbestos containing materials in the Premises.
Landlord   shall  comply  with  all  governmental   requirements,
including, without limitation, financial responsibility/assurance
requirements,  relating to any underground storage tanks  located
in, on or under the Premises.

     (b)  LANDLORD INDEMNIFICATION. Landlord agrees to indemnify,
hold harmless and defend Tenant from any and all claims, damages,
fines,   judgments,   penalties,  costs,  liabilities   or   loss
(including,  without  limitation,  any  and  all  sums  paid  for
settlement  of  claims,  attorneys' fees, consultant  and  expert
fees) arising during or after the Term from or in connection with
any   inaccuracy   in  or  breach  of  any  covenant,   warranty,
representation,  or  obligation of Landlord  set  forth  in  this
section.

     (c) TENANT INDEMNIFICATION. Tenant shall not cause or permit
any  Regulated  Substances  to  be used,  stored,  generated,  or
disposed  of,  on,  in.  or  about the Premises,  except  in  the
ordinary  course  of  Tenant's business and  in  compliance  with
applicable  law.  Nothing in this section shall be  construed  to
hold  Landlord  responsible for the activities of Tenant  or  for
Regulated  Substances  introduced into or onto  the  Premises  by
Tenant, and Tenant agrees to indemnify, hold harmless and  defend
Landlord  from  any  and all claims, damages,  fines,  judgments,
penalties,   costs,  liabilities  or  loss  (including,   without
limitation,  any  sums paid for settlement of claims,  attorneys'
fees,  consultant and expert fees) arising during  or  after  the
Term  and  directly caused by Tenant's introduction of  Regulated
Substances into or onto the Premises.

     24.  MEMORANDUM. Landlord agrees that at any time on request
of  the  Tenant,  it  will  execute  a  memorandum  of  lease  (a
"Memorandum of Lease)'), and Tenant shall be permitted to  record
the  Memorandum of Lease, in the appropriate land records of  the
jurisdiction in which the Premises is located, at Tenant's option
and expense.

     25. NOTICES. Notices to Landlord and Tenant shall be sent by
(a)  first  class mail postage prepaid, registered  or  certified
mail)  return  receipt  requested,  (b)  hand  delivery)  or  (c)
overnight mail service) addressed as follows:

If to Landlord:          CDK Associates LLC
                         300 North Dakota, Suite 609
                         Sioux Falls South Dakota
                         Attn: Les Kinstad, Managing Member


If to Tenant:            Tractor Supply Company
                         320 Plus Park Blvd.
                         Nashville Tennessee 37217
                         Attn: Real Estate Department

Copy to:                 Sherrard & Roe, PLC
                         424 Church Street, Suite 2000
                         Nashville, TN 37219
                         Attn: Kim A Brown. Esq.


Notices  shall be deemed received (a) upon hand delivery (b)  the
next  business day if overnight mail service is used or ( c) when
the  return  receipt is signed by the recipient. or  its  if  the
return  receipt  is  not signed or delivery  refused,  three  (3)
business days after the sender has so deposited such notice in  a
U.S. post office or any branch thereof Either party may designate
a substitute address from time to time, by notice sent in writing
in accordance with the provisions of this section.

     26. WAIVER .The parties agree the failure of either party to
insist  upon strict observance of any of the terms or  conditions
of  this  Lease at any time shall not be deemed a waiver of  such
party's right to insist upon strict observance thereafter.

     27.   ENTIRE  AGREEMENTT/SEVERABILITY  This  is  the  entire
agreement and understanding between the parties written  or  oral
with  respect to the transaction contemplated by this Lease,  and
supersedes  any prior negotiations or understandings between  the
parties. If any term, covenant or condition of this Lease or  the
application  thereof shall, to any extent,  be  held  invalid  or
unenforceable,  the  remainder of this Lease or  the  application
thereof  other  than  those  to  which  it  is  held  invalid  or
unenforceable shall not be affected thereby and in each term this
Lease shall be valid and enforced to the fullest extent permitted
by law.

     28.  CAPTIONS AND SECTION NUMBERS. The captions and  section
numbers appearing in this Lease are inserted only as a matter  of
convenience  and  in no way define the scope or  intent  of  such
sections of this Lease or in any way affect this Lease.


     29.  MODIFICATION.  This Lease may not be  modified  in  any
manner except by an instrument in writing executed by the parties
hereto or their respective successors in interest.


     30.  APPLICABLE LAW. This Lease shall be construed under the
law of the state in which the Premises are located.

     31. DISPUTE RESOLUTION.


     (a) MANDATORY ARBITRATION. The parties shall promptly submit
any dispute, claim, or controversy arising our of or relating  to
this  Lease or any alleged breach, to binding arbitration  before
three  arbitrators  (each an " Arbitrator"; collectively,  the  "
Arbitrators").  The  parties  agree that,  except.  as  9therwise
provided  herein  respecting temporary or preliminary  injunctive
relief,  binding arbitration shall be the sole means of resolving
any dispute, claim, or controversy arising out of or relating  to
this Agreement or any alleged breach.

     (b)   ARBITRATOR'S   QUALIFICATIONS  AND   SELECTION.   Each
Arbitrator  shall  be  an  active  member  of  the  Bar  in   the
jurisdiction in which the arbitration is brought, specializing in
real   estate   law.   The  party  initiating  arbitration   (the
"Claimant")  shall  appoint its Arbitrator  in  its  demand  (the
"Demand").  The other party (the "Respondent") shall appoint  its
Arbitrator  within 20 Business Days of receipt of the Demand  and
shall notify the Claimant of such appointment in writing. If  the
Respondent fails to appoint an Arbitrator within such  period  of
20 Business Days, the Arbitrator named in the Demand shall decide
the   controversy  as  a  sole  Arbitrator.  Otherwise,  the  two
Arbitrators  appointed  by  the parties  shall  appoint  a  third
Arbitrator  within  20  Business Days after  the  Respondent  has
notified  the  Claimant of the appointment  of  the  Respondent's
Arbitrator.  When the Arbitrators appointed by the  Claimant  and
the  Respondent have appointed a. third Arbitrator and the  third
Arbitrator  has  accepted the appointment,  the  two  Arbitrators
shall  promptly  notify  the parties of the  appointment  of  the
Arbitrator.

     (c)  GOVERNING  LAW:  WRITTEN DECISION. In  any  arbitration
hereunder, this Agreement and any Transaction Document  shall  be
governed  by  the  laws of the state in which  the  Premises  are
located,  without regard to conflicts of law principles  thereof,
which  laws the Arbitrators shall apply in rendering a  decision.
The  Arbitrators  shall issue a written decision,  setting  forth
finding of fact and conclusions of law, within 60 days after  the
Arbitrators .shall have been selected. The Arbitrators shall have
no authority to award punitive or other exemplary damages.

     (d) PROCEDURES: EVIDENCE: EXPERTS.

          (i)  Any arbitration instituted hereunder shall be held
     in  Nashville, Tennessee, in accordance with and under  then
     current  provisions of the rules of the American Arbitration
     Association, except as otherwise provided herein.

          (ii) On application to the Arbitrators, any party shall
have  rights to discovery to the same extent as would be provided
under   the  rules  of  the  American  Arbitrations  Association;
provided, however, that the Arbitrators shall limit any discovery
or  evidence of such that a decision shall be rendered within the
period referred to in Section 31.

           (e) COSTS The costs of the Arbitration proceeding  and
any  proceeding in court to confirm or to vacate any  arbitration
award or to obtain temp0orary or preliminary injunctive relief as
provided herein (including, without limitation, actual attorney's
fees and costs shall be borne by the unsuccessful party and shall
be  awarded  as  part  of the Arbitrator's decision,  unless  the
Arbitrators shall otherwise allocate such costs, for the  reasons
set forth in such decision.

           (f)  CONSENT  TO JURISDICTION  Any judgment  upon  any
award  rendered by the Arbitrators may be entered in and enforced
by  any  court of competent jurisdiction.  The parties  expressly
consent to the jurisdiction of the courts in the jurisdiction  in
which  the  arbitration is brought to enforce any  award  of  the
Arbitrators or to render any provisional or injunctive relief  in
connection  with  or  in  aid of the  Arbitration.   The  parties
expressly consent to the personal and subject matter jurisdiction
of  the  Arbitrators  to  arbitrate any and  all  matters  to  be
submitted to arbitration hereunder.

          (g) INJUNCTIVE RELIEF This Section 31 shall not prevent
any  party  from  seeking or obtaining temporary  or  preliminary
injunctive relief in a court for any breach or threatened  breach
of   any   provision  of  this  Agreement;  provided   that   the
determination whether such breach or threatened breach shall have
occurred  and  the remedy therefore (other than with  respect  to
such   preliminary  or  temporary  relief)  shall  be   made   by
arbitration pursuant to this Section 31.

           (h) SURVIVAL This arbitration clause shall survive the
termination of this Agreement.

     32.   WAIVER  OF JURY TRIAL EXEM0PLARY DAMAGES  All  parties
hereby  waive their rights to trial by jury with respect  to  any
dispute  arising under this Agreement.  Nor party shall e awarded
punitive  or  other  exemplary  damages  respecting  any  dispute
arising under this agreement.

     33.  ATTORNEYS' FEES  The unsuccessful party to any court or
other  proceeding  arising  out of this  Agreement  that  is  not
resolved  by  arbitration  under Section  31  shall  pay  to  the
prevailing  party  all  reasonable  attorneys'  fees  and   costs
actually  incurred by the prevailing party, in  addition  to  any
other relief to which it may be entitled.

     34.  NO  PARTNERSHIP  ETC   This  Agreement  shall  not   be
construed  as  creating  a  joint venture,  partnership,  agency,
employment relationship or ther enterprise between the parties.

           IN  WITNESS  WHEREOF,  this agreement  has  been  duly
executed as of the day and year first above written.



                                      LANDLORD:

                                      CDK ASSOCIATES, LLC

     ATTEST:

                                       By: /s/Lester Kinstad
                                       Title: Managing Member



                                             TENANT:

                                        TRACTOR SUPPLY COMPANY,
                                        a Delaware Corporation


                                        By:    Stephen Hull
                                        Title: Vice President





     STATE OF South Dakota
     County of Minnehaha to wit

           The  foregoing instrument was acknowledged  before  me
this 17th day of May 2003, by Les Kinstad, as Managing Member  of
CDK  Associates, LLC a limited liability company on behalf of the
limited liability company.


     My commission expires  7/15/03

                              /s/ Georgia Pusch
                                   Notary Public





     STATE OF TENNESSEE
     COUNTY OF DAVIDSON, to wit

           The  foregoing instrument was acknowledged  before  me
this  14 day of May, 2003 by Stephen E Hull as Vice President  of
TRACTOR SUPPLY COMPANY, a Delaware corporation on behalf  of  the
corporation.


     My commission expires May 28, 2003

                             /s/ Karen G Bass
                                 Notary Public