DEVELOPMENT FINANCING AND LEASING COMMITMENT
                       (the "Commitment")
                                              April 24, 1998

      AEI  Real  Estate  Fund XVIII Limited Partnership,  or  its
assigns,   (together,"AEI"),  agrees  to   purchase,   and   you,
Tumbleweed, LLC. ("Lessee"), agree to lease from AEI, a parcel of
land  to be located at  East Broad Street, Columbus, Ohio legally
described  on  EXHIBIT  "A" attached hereto  (together  with  the
"Improvements"  as  defined  below,  the  "Parcel"),   with   the
understanding  that  the  building, site improvements,  fixtures,
HVAC,  non-trade  fixture items financed by AEI,  constituting  a
Tumbleweed restaurant (the "Improvements") is to be developed  by
you  on the Parcel after AEI's purchase of the Parcel from  Broad
Street  Retail,  LLC ("Seller"), which Parcel's  development  and
lease  will  be  subject to the provisions and conditions  herein
contained:

A.   LESSEE

     Lessee Name:   Tumbleweed LLC
     Address:       1900 Mellwood Ave
                    Louisville, Kentucky 40206

     Phone:         502 893-0323


 B.  ACQUISITION OF PARCEL

      This  Commitment is contingent upon AEI's purchase  of  the
Parcel  from  Seller, pursuant to an assignment  to  AEI  of  the
purchaser's interest in a purchase agreement between  Lessee  and
Seller.   Said purchase agreement and assignment shall  be  in  a
form   and   substance  reasonably  satisfactory  to  AEI.    The
assignment of the purchase agreement to AEI would not be executed
until the Closing Date, defined in ARTICLE D.2.

C.   FEES AND COSTS

      1.    A  commitment fee equal to Two percent (2.0%) of  the
Estimated  Total Project Cost of the Parcel (defined below)  (the
"Commitment  Fee"), will be payable by Lessee  to  AEI  upon  the
signing  and  delivery  of  this Commitment  by  Lessee  to  AEI.
Lessee's  estimate  of  the  total project  cost  which  will  be
incurred  to  acquire the land and complete the  Improvements  is
$1,490,000 ("Estimated Total Project Cost").

           Subject to ARTICLE L hereof, the Commitment Fee  shall
be  considered earned upon AEI's execution and delivery  of  this
Commitment  to  Lessee. At Lessee's election, the Commitment  Fee
may be included as a funded project cost and reimbursed to Lessee
at  closing  on AEI's acquisition of the Parcel (the  "Closing").
Said  Commitment Fee will be adjusted on the date  of  the  final
disbursement of the Development Financing, defined in ARTICLE C.4
hereof,  (the "Final Disbursement Date") to reflect  two  percent
(2.0%) of the final Actual Total Project Cost, defined in ARTICLE
D.1 hereof.

      2.    All  outstanding real estate taxes,  and  levied  and
pending special assessments, due and payable prior to the Closing
Date, as defined in ARTICLE C.2 hereof, or assessed for the  year
in  which closing shall occur, if due and payable in the year  in
which  closing shall occur, shall be paid by Seller or Lessee  in
full  at  or prior to the Closing Date (pro-rated in the Purchase
Agreement for the Parcel as of the Closing Date).

      3.    Lessee shall pay all expenses incident to the Closing
and  necessary  to  comply  with  the  requirements  herein,   as
consistent  with this Commitment, including AEI's  outside  legal
costs incurred by AEI and reimburseable in such amounts as agreed
to by AEI as set forth on the Estimated Total Project Cost Budget
set forth on EXHIBIT B .  Such costs may be included, at Lessee's
option, as project costs funded by AEI.

      4.    AEI shall permit Lessee to construct the Improvements
on   the  Parcel  owned  by  AEI,  according  to  the  plans  and
specifications  submitted to AEI, and pursuant to a  construction
contract    between   Lessee   and   its   contractor   ("General
Contractor"), a copy of which would be provided in advance of the
Closing  Date  to  AEI. Subject to the terms of  the  Development
Financing  Agreement, attached as EXHIBIT "G" hereto, funds  will
be  advanced for the construction of the Improvements and related
soft  costs,  up to the Actual Total Project Cost  set  forth  in
ARTICLE  D.1 hereof (the "Development Financing") by AEI  as  set
forth in ARTICLE E. hereof.

           At the Final Disbursement Date, AEI shall pay Lessee a
fee for developing the Improvements in the amount of $15,675 (the
"Parcel  Development Fee"). The Parcel Development  Fee  will  be
included as a funded project cost and paid to Lessee on the Final
Disbursement  Date.  However,   the  Actual  Total  Project  Cost
(defined in ARTICLE D.1 hereof), including the Parcel Development
Fee,  shall not exceed the approved MAI appraised value.




 D.  CLOSING TERMS

      1.   Actual Total Project Cost:    The Actual Total Project
Cost  will  include  only all verifiable project  costs  actually
incurred, which costs are approved by AEI, either as part of  the
Estimated  Total  Project Cost Budget, or subsequently  in  AEI's
reasonable  discretion (the "Actual Total Project  Cost"),  being
those  costs described on EXHIBIT "B" attached hereto.

      2.   Closing Date:  The closing date for AEI's purchase  of
the  Parcel  from  Seller  and  the  commencement  of  the  Lease
described  in ARTICLE F. hereof shall be May 15, 1998  or  sooner
(the  "Closing Date"), after delivery and approval of all of  the
items  contemplated hereunder including, but not limited to,  the
execution  of  the documents described in ARTICLE H.  hereof.  If
Lessee  has  not performed under this Commitment by  the  Closing
Date,  this  Commitment shall be null and void at the  option  of
AEI.   In  the  event  Lessee  requests  an  extension  of   this
Commitment,  and said extension is approved by AEI  in  its  sole
discretion,  a  written  addendum to  this  Commitment  shall  be
required.

      3.    Closing  Agent:   The closing contemplated  hereunder
shall  be  handled  by  the  national office  of  Lawyer's  Title
Insurance  Company  located in Phoenix,  Arizona,   acting  under
instructions from AEI's counsel.

      4.    This  Commitment  shall not be assignable  by  Lessee
without  AEI's prior written approval, by law, or otherwise,  but
may  be  assigned by AEI at its option, in whole or in  part,  in
such  manner as AEI may determine, to an affiliate or  affiliates
of AEI.

      5.    Parcel Inspection:  As a condition precedent to AEI's
obligations hereunder, the Parcel shall be inspected and approved
by AEI.

       6.     As  a  condition  precedent  to  closing  on  AEI's
acquisition  of the Parcel and AEI's first disbursement  for  the
Development Financing, the supporting documentation listed  below
must  be  submitted to AEI not less than ten (10)  business  days
prior  to  the Closing Date, in form and content satisfactory  to
AEI and its counsel:

           a.    Lessee is to furnish AEI with an acceptable cost
breakdown itemizing estimated construction costs, including,  but
not  limited  to,  land acquisition, building construction,  site
development,  landscaping and soft costs, equal to the  Estimated
Total Project Cost (the "Project Cost Budget");

           b.    The Lessee shall submit to AEI current financial
statements as described on EXHIBIT "C".

           c.   The Lessee shall furnish a commitment for an ALTA
Owner's   Policy  of Title Insurance (ALTA owner  -  most  recent
edition) insuring marketable title in the Parcel, subject only to
such  matters  as  AEI may approve and excluding  exceptions  for
mechanic's  liens, survey and parties in possession  (the  "Title
Commitment").  The policy shall be issued by the national  office
of  Lawyer's Title Insurance Company located in Phoenix,  Arizona
(the "Title Company") and shall contain such endorsements as  AEI
may  require including, a future disbursements endorsement up  to
the   Estimated   Total  Project  Cost,  an   extended   coverage
endorsement,  creditor's  rights  endorsement,  and   an   owners
comprehensive  coverage endorsement.  The Title Commitment  shall
list  Seller as the present fee owner and should show AEI as  the
fee owner to be insured.  The Title Commitment shall also include
an itemization of all outstanding and pending special assessments
or  should  state that there are none, if such is the  case,  and
state  the  manner  in  which  any  outstanding  assessments  are
payable,  that is, whether they are payable in monthly or  yearly
installments,  setting forth the amount of each such  installment
and  its  duration.  The Title Commitment shall also  include  an
itemization  of taxes affecting the Parcel and the  tax  year  to
which they relate; should state whether taxes are current and, if
not,  shall show the amounts unpaid, the tax parcel numbers,  and
whether the tax parcel includes property other than the Parcel to
be  purchased.  All easements, restrictions, documents, and other
items  affecting title should be listed in Schedule  "B"  of  the
Title  Commitment.   COPIES  OF  ALL  INSTRUMENTS  CREATING  SUCH
EXCEPTIONS MUST BE ATTACHED TO THE TITLE COMMITMENT.

               During construction of the Improvements, AEI is to
be  furnished  with down-date endorsements to the  owner's  title
insurance  policy  with  continuing affirmative  mechanic's  lien
coverage  pursuant to acceptable endorsements increasing coverage
to  the  aggregate of all disbursements made by AEI to  the  date
thereof.

           d.   AEI is to be furnished with a policy of builder's
risk  insurance,  as  well as public liability  coverage,  hazard
insurance,  and  workman's' compensation coverage,  all  in  such
amounts  and  placed  with such companies as  may  be  reasonably
acceptable  to  AEI,  in  accordance  with  the  Instructions  to
Insurance  Agent set forth on EXHIBIT "D-1" attached  hereto.  In
addition,  AEI  shall  be furnished with satisfactory  flood  and
earthquake insurance, unless satisfactory evidence is given  that
the  Parcel  is  not located within a federally designated  flood
plain area or is above the applicable 100 year flood plain level,
and not in a federally designated earthquake prone area or is not
in an ISO High Risk Earthquake Zone respectively.

                All policies of insurance must name as additional
named  insureds:  AEI or its specific assigns and  the  Corporate
General  Partners  of  AEI and of said assignee,  and  Robert  P.
Johnson, as the Individual General Partner of said assignee,  and
Lessee  as  insured  or additional insured, as  their  respective
interests may appear, and shall provide that the policies  cannot
be  canceled  without  thirty (30) days  written  notice  to  the
parties.  In addition, all policies shall contain endorsements by
the   respective  insurance  companies  waiving  all  rights   of
subrogation,  if  any, against the parties named  as  insured  or
additional insured.  All insurance companies must be approved  in
writing  by  AEI.   No closing will occur without  all  insurance
policies completed and in place.

          e.   Preliminary survey acceptable to AEI prepared by a
licensed  surveyor, complying with the guidelines  set  forth  on
EXHIBIT "E-1" attached hereto.

            f.     Final   plans  and  specifications   for   the
Improvements upon which construction shall commence, prepared  by
an architect or engineer reasonably acceptable to AEI.

           g.   A soils report prepared by an engineer reasonably
acceptable to AEI.

           h.    Appraisal  of the Parcel by an  independent  MAI
appraiser acceptable to AEI (AEI shall make the initial  attempts
to obtain such appraisal in a form satisfactory to AEI).

           i.    A  letter  from the appropriate officer  of  the
municipality  or  county exercising land  use  control  over  the
Parcel  stating:  (a) the zoning code affecting the  Parcel;  (b)
that  the  Parcel and its intended use complies with such  zoning
code, city ordinances and building and use restrictions; (c) that
there  are  no variances, conditional use permits or special  use
permits required for use of the Improvements on the Parcel, or if
such  permits are required, specifying the existence of same  and
their  terms, and (d) that the Parcel complies with the  platting
ordinances  affecting  them  and  can  be  conveyed  without  the
requirement  of a plat or replat of the Parcel.   If  the  Parcel
falls  within any subdivision rules or regulations,  evidence  of
compliance  with such subdivision regulations, or waiver  of  the
same  by the appropriate officials, is required. (AEI shall  make
the initial attempts to obtain such zoning compliance letter in a
form satisfactory to AEI).

           j.    Written advice from all proper public  utilities
and  municipal  authorities, that utility services are  available
and  connected  to  the  Parcel for gas, electricity,  telephone,
water  and  sewer (AEI shall make the initial attempts to  obtain
such utility letters in a form satisfactory to AEI).

           k.    Copy of the building permit for construction  of
                 the Improvements on the Parcel.

          l.   Copies of all construction contracts.

          m.   Copy of architect's contract.

           n.    Copy of purchase agreement for the land  between
Lessee                                                        and
Seller  and  all  amendments  and assignments  of  said  purchase
agreement,  including  the assignment of the  purchase  agreement
to AEI.

          o.   Photographs of all sides of the Parcel.

           p.   Certified copies of the Articles of Formation  or
Incorporation, By-Laws (and/or Operating or Membership Agreement)
and  Good Standing Certificate for the Lessee, together with  all
other  documents AEI deems necessary to support the authority  of
the persons executing any documents on behalf of the corporation,
including  encumbrancy certificates and corporate resolutions  of
the  directors and shareholders (or of the Partnership, including
resolution of the partners).

          q.   UCC searches on Seller and Lessee from the offices
of  the Secretary of State and the county recorder for the  state
and county in which the Parcel is located.

           r.    Phase I Environmental Assessment Report prepared
by an engineer reasonably satisfactory to AEI containing evidence
satisfactory  to AEI that the Parcel complies with  all  federal,
state and local environmental regulations. Additional reports may
be  required by AEI based upon its review of the Phase I  report.
If  Lessee fails to deliver any additional reports AEI  may  deem
necessary to complete and approve its environmental investigation
of this Parcel, AEI may terminate this Commitment and retain that
portion  of the Commitment Fee to cover any and all of its  costs
incurred hereunder.

           s         s.Executed documents described in Article H.
hereof.

           t.    All documentation listed on Exhibit "F" attached
hereto.

      7.    At the completion of construction of the Improvements
on  the  Parcel  and  prior  to the  Final  Disbursement  of  the
Development   Financing,  Lessee  shall  deliver  the   following
documents to AEI:

           a.   Certificate of Completion executed by the Project
Architect, General Contractor.  Said Certificate shall  be  in  a
form reasonably satisfactory to AEI, and substantially similar to
the  form  previously delivered by Lessee in  prior  transactions
with Lessor or its affiliates.

          b.   Certificate of Occupancy.

           c.    Copies of all necessary permits and licenses  of
any  governmental body or authority which are necessary to permit
the  use  and  occupancy  of  the  Improvements  on  the  Parcel,
specifically including, but not limited to, liquor licenses.

           d.    Certified  cost statement itemizing  the  Actual
Total   Project   Costs  signed  by  the   Lessee   and   related
documentation supporting said project costs.

           e.   Insurance policies issued by companies acceptable
to  AEI for coverage as required by the lease, with AEI named  as
additional named insured, complying with the guidelines set forth
on EXHIBIT "D-2" attached hereto.

           f.    As-built survey, complying with the requirements
of EXHIBIT "E-2" attached hereto.

          g.   Final date-down endorsement to title policy.

           h.    Final  draw  documentation as  required  by  the
development  financing  documentation  described  in  ARTICLE  E.
hereof.

          i.   Estoppel from Lessee.

           j.    Lease  amendment setting forth the  second  full
lease year's commencement date, the rent for the remainder of the
term  and  terminating  the Development Financing  Agreement  (as
described in ARTICLE E. hereof).

E.   DEVELOPMENT FINANCING TERMS

Disbursements for construction of the Improvements and related soft
costs, the Development Financing, will be made in accordance with
the   provisions  of  the  Development  Financing  Agreement  and
Development Financing Disbursement Agreement attached  hereto  as
EXHIBITS "G" AND `H" respectively.


F.   LEASE TERMS

     The Lease, in the form attached hereto as EXHIBIT "I" (or to
be  agreed  upon between the parties hereto prior to the  Closing
Date),  will  be  executed and delivered by  AEI  and  Lessee  at
Closing, to include the following terms:

     1.   Base Rent:

           a.    Annual rent on the Initial Disbursed Funds  from
date  of disbursement through the Rental Modification Date: eight
and one-half percent (8.5%).

           b.    Initial  Annual Rent as a Percentage  of  Actual
Total  Project  Cost from the earlier of the Rental  Modification
Date  or the Final Disbursement Date: ten and one quarter percent
(10.25%).

                Rent shall be payable in advance of the first day
of each month in equal monthly installments.

           c.   Beginning in the second lease year and each lease
year  thereafter, such annual rent will increase as set forth  in
the Lease attached as EXHIBIT I.

      2.    Initial  Lease  Term: Fifteen  (15)  years  plus  the
Development   Financing  Period  set  forth  in  the  Development
Financing Agreement.

      3.    Renewal Terms:  Two (2) terms of five (5) years  each
with rent increases as set forth above in ARTICLE F.1.C.

     4.   Type of Use:   Tumbleweed Restaurant

      5.   Lease effective date:  The Lease shall be effective as
of the Closing Date.

      6.   Lessee's Right of Assignment:  The Lease shall not  be
assignable by Lessee until after the Final Disbursement Date, and
then only in accordance with the terms of the Lease.


G.   GUARANTOR(S) OF LEASE AND DEVELOPMENT FINANCING AGREEMENT

     Not Applicable.


H.   DOCUMENTS

      The  documents  listed below shall  be  prepared  by  AEI's
counsel in accordance with the terms hereof and executed  at,  or
prior to, the Closing Date in form and substance satisfactory  to
AEI:

     1.        Development Financing Agreement;

     2.        Development Financing Disbursement Agreement;

     3.        Assignment of purchase agreement for the land;

     4.        Assignments  of  construction  contracts   and
               architect's   contract;

     5.        Net Lease Agreement;

     6.        Attorney's Opinion Letter to be given by Lessee's
internal  and  outside  counsel  necessarily  familiar  with  the
conduct  of Lessee's business and the jurisdiction in  which  the
Parcel   is   situated  to  render  such  opinion,  as   to   the
enforceability  of  the Lease and compliance of  the  Lease  with
local  law  and due authority of the signatures, in  a  form  and
substance  reasonably satisfactory to AEI.  Such form of  opinion
shall  be satisfactory if reasonably similar in form and  content
(except   as  to  matters  and  documents  particular   to   this
transaction)  to  opinions previously delivered  to  AEI  or  its
affiliates by similarly situated Lessees;

     7.   Affidavit of Lessee;

     8.    Hazardous  Substances  Indemnification  Agreement  of
Lessee;

     9.   FIRPTA Affidavit of Seller;

     Lessee, or its counsel, shall furnish a copy of the proposed
warranty  deed and opinions to AEI's counsel for its  review  and
approval  prior to closing and such other documents as the  Title
Company  deems necessary for the terms contemplated hereunder  in
accordance with the provisions of this Commitment.

I.   FAIR CREDIT REPORTING ACT

      Lessee  warrants that all credit information  submitted  is
true   and   correct,   and  authorizes  AEI   to   make   credit
investigations  and  obtain credit reports  and  other  financial
information,  written  or oral, respecting  Lessee's  credit  and
financial  positions, as it may deem necessary  or  expedient  at
Lessee's cost and expense.

J.   INTERPRETATION

       This   Commitment  and  the  terms  of   the   transaction
contemplated  to  be  made  in  conformity  herewith,  shall   be
construed   in   accordance  with  all  applicable   governmental
regulations  and in accordance with the laws of the  state  where
the Parcel is located.

K.   CERTIFICATION

     Lessee hereby certifies that:


      1.    It has no actions or proceedings pending, which would
materially  affect  the  Parcel,  Lessee,  except  matters  fully
covered by insurance;

      2.    The  consummation  of  the transactions  contemplated
hereby,  and the performance of this Commitment and the  delivery
of   the   Lease  and  other  security  and  credit   instruments
contemplated  hereunder, will not result in any  material  breach
of,  or constitute a material default under, any indenture,  bank
loan or credit agreement, or other instruments to which Lessee is
a party or by which Lessee may be bound or affected, which breach
or  default  would  have a material adverse  effect  on  Lessee's
performance under this Commitment;

       3.     All   of   Lessee's  covenants,   agreements,   and
representations  made herein, and in any and all documents  which
may  be delivered pursuant hereto, shall survive the delivery  to
AEI  of  the  Lease and other documents furnished  in  accordance
herewith, for one year from the Final Disbursement Date, and  the
provisions  hereof  shall continue to inure for  such  period  to
AEI's benefit, and its successors and assigns;

       4.    The  Parcel  is  in  good  condition,  substantially
undamaged  by fire and other hazards, and has not been  made  the
subject of any condemnation proceeding.


L.   TERMINATION

      This  Commitment  may be terminated  in  writing  prior  to
closing at AEI's option (but reserving to AEI its right to pursue
its remedies at law or equity for Lessee's breach hereof) in such
manner  as AEI may reasonably determine, if:  1) Lessee fails  to
comply  with any of the material terms hereof, including but  not
limited to, obtaining AEI's  approval of the documents listed  in
ARTICLE D.6. hereof, and does not satisfactorily cure the same on
or  before the Closing Date; 2) a material default exists in  any
financial  obligation  of  Lessee which  would  have  a  material
adverse effect on Lessee's performance under this Commitment;  3)
any  representation made in any submission proves to  be  untrue,
substantially  false  or misleading at  any  time  prior  to  the
Closing  Date  which  would  have a material  adverse  effect  on
Lessee's performance under this Commitment; 4) there has  been  a
material  adverse change in the financial condition of Lessee  or
there  shall be a material action, suit or proceeding pending  or
threatened  against  Lessee which would have a  material  adverse
effect  on  Lessee's  performance under this Commitment;  5)  any
bankruptcy,  reorganization, insolvency, withdrawal,  or  similar
proceeding is instituted by or against Lessee and such proceeding
is  not removed prior to Closing; 6) Seller's financial condition
gives rise to a commercially reasonable risk that the transaction
contemplated  hereby constitutes a fraudulent conveyance  subject
to attack by Seller's creditors.  Provided, however, if AEI shall
terminate  this  Agreement under paragraph 6 only,  AEI's  remedy
shall  be  limited to reimbursement of its out  of  pocket  costs
(including  reasonable attorneys fees), and AEI shall return  the
remaining balance, if any, after such out of pocket expenses,  of
the Commitment Fee of Lessee hereunder.

      In  the  event Lessee and AEI do not reach mutual agreement
prior  to  the  Initial Disbursement of Funds  on  the  documents
contemplated to be executed by either party hereunder by delivery
of  written  notice  to the other party, this Commitment  may  be
terminated  at  the option of either party.  AEI shall,  in  such
event, refund the Commitment Fee to Lessee, less AEI's reasonable
out-of-pocket  expenses incurred hereunder,  including,  but  not
limited to, attorney's fees.

      AEI  and Lessee acknowledge the unique nature of the Parcel
and  agree that the mutual remedies of any party hereunder  shall
be  limited to the liquidated damages in the amount of either the
return  of  the  Commitment Fee to Lessee  or  retention  of  the
Commitment  Fee by AEI plus the outside counsel fees incurred  by
the  non-breaching party in connection with this Commitment prior
to  the  date of termination hereof; provided, however, if Lessee
shall refuse to close (and being without right to terminate  this
Commitment as otherwise set forth herein) even though  AEI  shall
be ready, willing, and able to do so, and Lessee shall thereafter
occupy  the  Leased  Premises,  AEI  shall  retain  all  remedies
available to it at law or in equity.

N.   INCORPORATION OF SUBMITTED WRITTEN MATERIALS AND AMENDMENTS

      This  Commitment is issued by AEI pursuant to  all  written
materials  previously submitted by Seller, Lessee to AEI  as  set
forth on EXHIBIT J (the "Submitted Written Materials") and it  is
a  proviso hereof that the content, terms and provisions of  said
Submitted Written Materials are by express and specific reference
incorporated  herein and made a part hereof.  Provided,  however,
in  the case of any contradiction, variance, or ambiguity between
any  of the content, terms and provisions hereof and those of the
Submitted Written Materials, the terms specifically delineated in
this  Commitment shall govern and shall supersede the  conditions
of  the Submitted Written Materials.  Neither this Commitment nor
any  provision  hereof  may  be changed,  waived,  discharged  or
terminated orally, but only by an instrument in writing signed by
the  party  against  whom  enforcement  of  the  change,  waiver,
discharge  or  termination is sought, and in  the  case  of  AEI,
signed by Robert P. Johnson, President of AEI, or his designee in
writing  signed  by Mr. Johnson authorizing such other  party  to
execute  a  specific  change, waiver,  discharge  or  termination
instrument on behalf of AEI.

O.   FEES AND COSTS

      As  a  condition hereof, Lessee agrees to pay the  fees  of
AEI's  outside  counsel plus all costs and expenses  incurred  by
AEI,  as  well  as  all  title and escrow charges,  the  cost  of
issuance  of interim title certifications, recording and  release
fees  and  all  other  costs  incurred  in  connection  with  the
transaction contemplated hereunder.

 P.  ADVERTISING

     During construction, AEI may place a sign on the Parcel at a
location to be determined by Lessee in its reasonable discretion,
specifying  that  it  is participating in the  financing  on  the
Parcel,  to  the  extent permitted by law  or  private  covenant,
condition, or agreement affecting the Project.  Further, AEI  may
publicize the financing and may include in publicity releases, if
applicable, the names of Lessee's corporate officers, principals,
and a general description of the Parcel, occupancy and rentals.


Q.   EXPIRATION

      This  Commitment must be executed and returned  to  AEI  no
later than May 1, 1998 for the terms to be effective.

               AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

               By:  AEI Fund Management XVIII, Inc.

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


Witness:

/s/ Rick J Vitale
 Rick J Vitale [Print Name]

Witness:

/s/ Ryan Picek
Ryan Picek [Print Name]

STATE OF MINNESOTA  )
                                   )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 24th
day  of April, 1998, by Robert P. Johnson, President of AEI  Fund
Management XVIII, Inc, the corporate general partner of AEI  Real
Estate Fund XVIII Limited Partnership.

                                   /s/ Barbara J Kochevar
                                       Notary Public


          [notary seal]



This  Commitment is accepted and agreed to
this 22nd day of April, 1998.


(Lessee)       Tumbleweed LLC


               By: /s/ James Mulrooney
               Its:  Executive VP & CFO

               By:  /s/ John Butorac
               Its:  President


Witness:

/s/ Pamela Brown
Pamela Brown[Print Name]

Witness:

/s/ Donna Edmonds
 Donna Edmonds[Print Name]

STATE OF Kentucky   )
                         )  ss
COUNTY OF Jefferson )

     On this 22nd day of April, 1998, before me, the undersigned,
a  Notary Public in and for said State, personally appeared James
Mulrooney  and John Butorac, personally known to  me  to  be  the
persons who executed the within instrument as the Executive VP  &
CFO  and  President  of  Tumbleweed,  LLC.,  a  Kentucky  limited
liability company, on behalf of said limited liability company.


                          /s/ Kara R Strotman
                              Notary Public

          [notary seal]

I  authorize  the release of any information deemed necessary  by
AEI  to  verify any and all information supplied to AEI.   Lessee
shall hold AEI harmless for any damages arising from verification
of said information.

(Lessee)       Tumbleweed LLC


               By:/s/ James Mulrooney
               Its:  Executive VP & CFO

               By: /s/ John Butorac
               Its:  President


Dated: April 22nd, 1998


                           EXHIBIT `A'

                        LEGAL DESCRIPTION
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                

                           EXHIBIT "B"
               ESTIMATED TOTAL PROJECT COST BUDGET



                    TUMBLEWEED, LLC
                      COLUMBUS, OH
                    PROJECT COST BUDGET

                     MARCH 31, 1998

Land and Hard Costs:
Land Acquisition Cost                               $   495,000.00
Building/General Construction                           750,000.00
Construction Contingency - 10.0%                         75,000.00
Soft Costs:
Surveys                                                   2,500.00
Appraisal                                                 4,000.00
Phase I Environmental                                     2,000.00
TAP Fees                                                  5,000.00
Design Fee-Architect                                      2,500.00
Architect/Engineering                                    32,000.00
Liquor License                                            5,000.00
Title Insurance & Closing Costs (Development financing)  12,000.00
Development Interest                                     24,500.00
Attorney's Fees-Borrower (Development Financing)         66,000.00
Attorney's Fees-AEI (Development Financing)              12,500.00
AEI Development Commitment Fee 2%*                       29,800.00
AEI Credit Report Fees (Promesa)                            300.00
AEI State Qualification Fees                              1,500.00
AEI Site Inspection Fee                                   1,500.00
Tumbleweed Parcel Development Fee                        15,675.00
Miscellaneous                                            13,225.00

TOTAL PROJECT COST                                   $1,490,000.00

*  Total project costs prior to AEI commitment fee is $1,460,200.
The  Commitment Fee (rounded) is calculated on the total  project
cost.
                          EXHIBIT "E-1"
                       Survey Requirements
                       (Pre-Construction)



1.    The  plat or map of such survey must bear the name, address
and  signature of the licensed land surveyor who made the survey,
that  surveyor's  official seal and license number  (if  any,  or
both),   and   the  date  of  the  survey,  with  the   following
certification:

     I, _________________________, a registered land surveyor, in
and   for   the  State  of  ___________  do  hereby  certify   to
(PLEASE   CONTACT   BARBARA  KOCHEVAR   AT   1-800-328-3519   FOR
INFORMATION),  and  _________________  (insert  name   of   title
company), that this is a true and correct plat of a survey of

          (Insert Legal Description)

      which  correctly  shows  the  location  of  all  buildings,
structures and improvements on said described Parcel; that  there
are  no visible encroachments onto adjoining properties, streets,
alleys,  easements  or setback lines by any  of  said  buildings,
structures or improvements; that there are no recorded or visible
right  of  ways or easements on said described Parcel, except  as
shown  on  said survey; that there are no party walls or  visible
encroachments  on said described Parcel by buildings,  structures
or  other improvements situated on adjoining property, except  as
shown  on said plat or survey; and that the described Parcel  has
direct  access  to  a  publicly  dedicated  right-of-way  at  the
location shown on said plat or survey.

          By:  _________________________

          Dated:  _______________________

2.    If the street address of the Parcel is available, it should
be noted on the survey.

3.    The  survey boundary should be drawn to a convenient scale,
with  that scale clearly indicated.  If feasible, a graphic scale
should  be indicated.  When practical, the plat or map of  survey
should  be  oriented so that North is at the top of the  drawing.
Supplementary or exaggerated scale diagrams should  be  presented
accurately on the plat

     or map and drawn to scale.  No plat or map drawing less than
the minimum size of 8-1/2" by 11" will be acceptable.

4.    The  plat  or  map of survey should meet with  the  minimum
Standard Detail Requirements for Land Title Surveys as adopted by
the   American  Title  Association  and  American   Congress   on
Surveying and Mapping.

5.    The character and location of all buildings upon the Parcel
must  be  shown  and  their  location  given  with  reference  to
boundaries.    Proper  street  numbers  should  be  shown   where
available.   Physical evidence of easements and/or servitudes  of
all  kinds, including but not limited to those created by  roads,
rights  of  way, water courses, drains, telephone,  telegraph  or
electric lines, water, sewer, oil or gas pipelines, etc.,  on  or
across  the surveyed Parcel and on adjoining properties  if  they
appear  to affect the enjoyment of the surveyed Parcel should  be
located  and  noted.  If the surveyor has knowledge of  any  such
easements and/or servitudes, not physically evidenced at the time
the present survey is made, such physical non-evidence should  be
noted.   All  recorded easements, rights of way and other  record
matters affecting the Parcel should be located and identified  by
recording  date.   Surface indications, if  any,  of  underground
easements  and/or servitudes should also be shown.  If there  are
no  buildings erected on the Parcel being surveyed, the  plat  or
map  of  survey  should bear the statement "No Buildings".   Curb
cuts and adjoining streets should be shown.

6.    Joint  or  common driveways and alleys must  be  indicated.
Independent  driveways along the boundary must be shown  together
with  the width thereof.  Encroaching driveways, strips, ribbons,
aprons,  etc.,  should  be noted.  Rights  of  access  to  public
highways  should be shown.  The right-of-way line of  any  public
street  must be shown in relationship to the Parcel surveyed  and
the  street  must  be  labeled "Publicly Dedicated"  or  "Private
Thoroughfare" as the case may be.

7.   As a minimum requirement, at least two (2) sets of prints of
the  plat or map of survey should be furnished to AEI and one (1)
set to the title company.

8.    The survey should certify as to the total square footage of
the  area  surveyed and as to the square footage at the  exterior
walls of any improvements on the Parcel.  The survey should  note
the  absence  of,  or  indicate the existence  of,  any  building
restriction  or setback lines.  Paved areas should be  shown  and
the  survey  should  designate  the  area  for  parking  and  its
dimensions.  If completed, the survey should indicate the  actual
number  of  parking spaces and, if possible, the  actual  parking
spaces should be outlined on the survey.


                          EXHIBIT "E-2"
                       Survey Requirements
                  (As-Built/Post-Construction)



1.    The  plat or map of such survey must bear the name, address
and  signature of the licensed land surveyor who made the survey,
that  surveyor's  official seal and license number  (if  any,  or
both),   and   the  date  of  the  survey,  with  the   following
certification:

     I, _________________________, a registered land surveyor, in
and   for   the  State  of  ___________  do  hereby  certify   to
(PLEASE   CONTACT   BARBARA  KOCHEVAR   AT   1-800-328-3519   FOR
INFORMATION),  and  ____________________ (insert  name  of  title
company), that this is a true and correct plat of a survey of

          (Insert Legal Description)

      which  correctly  shows  the  location  of  all  buildings,
structures and improvements on said described Parcel; that  there
are  no visible encroachments onto adjoining properties, streets,
alleys,  easements  or setback lines by any  of  said  buildings,
structures or improvements; that there are no recorded or visible
right  of  ways or easements on said described Parcel, except  as
shown  on  said survey; that there are no party walls or  visible
encroachments  on said described Parcel by buildings,  structures
or  other improvements situated on adjoining property, except  as
shown  on said plat or survey; and that the described Parcel  has
direct  access  to  a  publicly  dedicated  right-of-way  at  the
location shown on said plat or survey.

          By:  _________________________

          Dated:  _______________________

2.    If the street address of the Parcel is available, it should
be noted on the survey.

3.    The  survey boundary should be drawn to a convenient scale,
with  that scale clearly indicated.  If feasible, a graphic scale
should  be indicated.  When practical, the plat or map of  survey
should  be  oriented so that North is at the top of the  drawing.
Supplementary or exaggerated scale diagrams should  be  presented
accurately on the plat or map and drawn to scale.  No plat or map
drawing  less  than the minimum size of 8-1/2"  by  11"  will  be
acceptable.

4.    The  plat  or  map of survey should meet with  the  minimum
Standard Detail Requirements for Land Title Surveys as adopted by
the   American  Title  Association  and  American   Congress   on
Surveying and Mapping.

5.    The character and location of all buildings upon the Parcel
must  be  shown  and  their  location  given  with  reference  to
boundaries.    Proper  street  numbers  should  be  shown   where
available.   Physical evidence of easements and/or servitudes  of
all  kinds, including but not limited to those created by  roads,
rights  of  way, water courses, drains, telephone,  telegraph  or
electric lines, water, sewer, oil or gas pipelines, etc.,  on  or
across  the surveyed Parcel and on adjoining properties  if  they
appear  to affect the enjoyment of the surveyed Parcel should  be
located  and  noted.  If the surveyor has knowledge of  any  such
easements and/or servitudes, not physically evidenced at the time
the present survey is made, such physical non-evidence should  be
noted.   All  recorded easements, rights of way and other  record
matters affecting the Parcel should be located and identified  by
recording  date.   Surface indications, if  any,  of  underground
easements  and/or servitudes should also be shown.  If there  are
no  buildings erected on the Parcel being surveyed, the  plat  or
map  of  survey  should bear the statement "No Buildings".   Curb
cuts and adjoining streets should be shown.

6.    Joint  or  common driveways and alleys must  be  indicated.
Independent  driveways along the boundary must be shown  together
with  the width thereof.  Encroaching driveways, strips, ribbons,
aprons,  etc.,  should  be noted.  Rights  of  access  to  public
highways  should be shown.  The right-of-way line of  any  public
street  must be shown in relationship to the Parcel surveyed  and
the  street  must  be  labeled "Publicly Dedicated"  or  "Private
Thoroughfare" as the case may be.

7.   As a minimum requirement, at least two (2) sets of prints of
the  plat or map of survey should be furnished to AEI and one (1)
set to the title company.

8.    The survey should certify as to the total square footage of
the  area  surveyed and as to the square footage at the  exterior
walls of any improvements on the Parcel.  The survey should  note
the  absence  of,  or  indicate the existence  of,  any  building
restriction  or setback lines.  Paved areas should be  shown  and
the  survey  should  designate  the  area  for  parking  and  its
dimensions.  If completed, the survey should indicate the  actual
number  of  parking spaces and, if possible, the  actual  parking
spaces should be outlined on the survey.

                           EXHIBIT "F"
               PRELIMINARY DOCUMENTATION CHECKLIST



Prior  to  closing, the following should be received and approved
by  AEI,  along  with those items specified  more  fully  in  the
Commitment:


     1.   Purchase Agreement for the Parcel

     2.   Site Investigation Package as prepared by Project Civil
Engineers

     3.   Site Documents

      4.   Site plan and maps showing site(s) and location(s)  of
competition.

     5.   Complete city map.

                           EXHIBIT `G'
                             FORM OF
                 DEVELOPMENT FINANCING AGREEMENT
                                
                                

                 DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as of  this
____   day   of  May,  1998,  by  and  between  Tumbleweed,   LLC
(hereinafter  referred  to as "Lessee"), whose  address  is  1900
Mellwood Avenue, Louisville, Kentucky,  and AEI Real Estate  Fund
XVIII  Limited Partnership,  whose principal business address  is
1300  Minnesota World Trade Center, 30 East Seventh  Street,  St.
Paul,  Minnesota 55101 (hereinafter collectively referred  to  as
"Lessor") .


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

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

   Construction  of an approximately 5,500 square  foot  building
   and improvements to be used as a Tumbleweed Restaurant.

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

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

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

                           ARTICLE I
                          DEFINITIONS

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

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

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

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

   4.     "Completion  Date"  shall mean midnight,  November  15,
   1998, subject to Force Majeure, as defined herein.

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

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

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

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

   9.     "Development Financing" shall mean the funds to be made
   available   pursuant to the Commitment and not to  exceed  the
   lesser  of  the Construction Costs or the maximum loan  amount
   of  One  Million  Four  Hundred  Ninety  Thousand  Dollars  ($
   1,490,000) as specified in the Commitment.

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

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

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

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

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

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

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

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

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

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

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

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

   22.    "Rental  Modification  Date"  shall  mean  a  date  one
   hundred and twenty days (120) from the date hereof.

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

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

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

                           ARTICLE II
                   THE DEVELOPMENT FINANCING

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

                          ARTICLE III


                              N/A


                           ARTICLE IV
                  CONSTRUCTION OF IMPROVEMENTS

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

                           ARTICLE V
          REPRESENTATIONS AND WARRANTIES OF THE LESSEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

18.   NOTICE OF COMMENCMENT\FURNISHING - To provided Lessor prior
to  the  initial request for a Disbursement, with a copy  of  the
Notice  of  Commencement and any amendments thereto  prepared  in
accordance  with  Ohio Revised Code Section  1311.04  and  to  be
recorded  with  the  Franklin County Recorder's  Office.   Lessee
represents  and  warrants that a Notice of Commencement  has  not
been  and will not be recorded prior to the recording of the Deed
transferring  title to the Leased Premises  to  Lessor.    Lessee
shall  post  and keep posted the Notice of Commencement  and  all
amendments thereto in a conspicuous place on the Premises  during
the  course  of  construction  of the  Project.   Lessee  further
represents  and warrants to timely comply with all provisions  of
Ohio  Revised Code Section 1311.04 and failure to do so shall  be
deemed  an  Event of Default as defined under the Lease.   Lessee
shall provide Lessor with a copy of each Notice of Furnishing (as
defined in Ohio Revised Code Section 1311.05) received by  Lessee
during  the  course  of construction of any Improvements  on  the
Leased Premises.

                           ARTICLE VI
                      COVENANTS OF LESSEE

Lessee hereby covenants and agrees with Lessor as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23. NOTICE OF COMMENCMENT\FURNISHING - To provide Lessor prior to
the initial request for a Disbursement, with a copy of the Notice
of Commencement and any amendments thereto prepared in accordance
with  Ohio  Statute and to be recorded with the County Recorder's
Office   where  the  Leased  Premises  are  situate   immediately
following  the recording of the Memorandum of Lease  between  the
parties hereto.   Lessee shall post and keep posted the Notice of
Commencement and all amendments thereto in a conspicuous place on
the  Leased  Premises  during the course of construction  of  the
Project.  Lessee further represents and warrants to timely comply
with all provisions of Ohio Statute respecting keeping the Leased
Premises  free of mechanic's liens and failure to do so shall  be
deemed  an  Event  of  Default as defined  under  the  Net  Lease
Agreement and this Agreement.  Lessee shall provide Lessor with a
copy  of  each Notice of Furnishing (as defined in Ohio  Statute)
received  by  Lessee  during the course of  construction  of  any
Improvements on the Leased Premises.

                          ARTICLE VII
             CONDITIONS PRECEDENT TO A DISBURSEMENT

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

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

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

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

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

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

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

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

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

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

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

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

                          ARTICLE VIII
   METHODS OF DISBURSEMENTS OF DEVELOPMENT FINANCING PROCEEDS

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

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

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

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

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

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

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

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

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

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

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

                           ARTICLE IX
              FINAL DEVELOPMENT FINANCING BALANCE

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

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

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

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

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

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

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

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

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

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

                           ARTICLE X
                       EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

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


                           ARTICLE XI
                       REMEDIES OF LESSOR

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

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

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

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

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

   (a)    To enter into possession;

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

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

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

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

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

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

                          ARTICLE XII
              GENERAL CONDITIONS AND MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          ARTICLE XIV
                   MANDATORY PUT UPON DEFAULT

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

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

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

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

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

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




                           ARTICLE XV
          RENT, INTEREST, AND RENTAL MODIFICATION DATE

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

    On  the Rental Modification Date, if not otherwise in default
hereunder,  Lessee shall begin paying Rent by the first  of  each
month (prorata for the balance of any partial month in which  the
Rental  Modification  Date occurs, payable with  the  first  such
adjusted  Rent payable on the first day of the first  full  month
following  the  Rental Modification Date) in  the  amount  of   $
per  month out of pocket.  On the Final Disbursement Date, absent
an  Uncured Default, Rent shall be adjusted and documented by the
lease  amendment contemplated in ARTICLE IX hereof  and  paid  to
Lessor as described in ARTICLE F. of the Commitment.

    2.    Disbursed  proceeds of the Development Financing  shall
accrue  interest at a rate of eight and one-half  percent  (8.5%)
per annum, which interest shall accrue unpaid unless advanced  by
Lessor  to  itself,  or  Lessee shall  default  hereunder,  which
default  shall  remain  uncured  after  the  expiration  of   any
applicable  notice  and cure period.  However,  one  hundred  and
twenty days (120) from the date hereof, (the "Rental Modification
Date"),   Lessee   shall  begin  making   monthly   payments   of
subsequently  accruing interest at the rate of 10.25%  per  annum
out  of pocket ("Out of Pocket Invoiced Interest") within 5  days
after invoice from Lessor.

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





                          ARTICLE XVI
                     COUNTERPART EXECUTION

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

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

            Tumbleweed,   LLC,  a   Kentucky   Limited
            Liability Company

            By: /s/ James Mulrooney
            Its: Executive VP & CFO

            By: /s/ John Butorac
            Its: President

   [Lessor's Signature appears on following page.]




   AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

        By: AEI Fund Management XVIII, Inc.

        By: 
              Robert P. Johnson, President




                            EXHIBIT B

                       CONSTRUCTION COSTS

                       PROJECT COST BUDGET



                           EXHIBIT "B"
               ESTIMATED TOTAL PROJECT COST BUDGET



                    TUMBLEWEED, LLC
                      COLUMBUS, OH
                    PROJECT COST BUDGET

                     MARCH 31, 1998

Land and Hard Costs:
Land Acquisition Cost                               $   495,000.00
Building/General Construction                           750,000.00
Construction Contingency - 10.0%                         75,000.00
Soft Costs:
Surveys                                                   2,500.00
Appraisal                                                 4,000.00
Phase I Environmental                                     2,000.00
TAP Fees                                                  5,000.00
Design Fee-Architect                                      2,500.00
Architect/Engineering                                    32,000.00
Liquor License                                            5,000.00
Title Insurance & Closing Costs (Development financing)  12,000.00
Development Interest                                     24,500.00
Attorney's Fees-Borrower (Development Financing)         66,000.00
Attorney's Fees-AEI (Development Financing)              12,500.00
AEI Development Commitment Fee 2%*                       29,800.00
AEI Credit Report Fees (Promesa)                            300.00
AEI State Qualification Fees                              1,500.00
AEI Site Inspection Fee                                   1,500.00
Tumbleweed Parcel Development Fee                        15,675.00
Miscellaneous                                            13,225.00

TOTAL PROJECT COST                                   $1,490,000.00

*  Total project costs prior to AEI commitment fee is $1,460,200.
The  Commitment Fee (rounded) is calculated on the total  project
cost.




     Exhibit C

                    APPLICATION FOR PAYMENT

      Tumbleweed,  LLC. ("Lessee") hereby requests a disbursement
in  the  amount  of______________________ ($____________________)
pursuant  to  that certain Development Financing Agreement  dated
effective as of May _____, 1998 by and between Lessee,  AEI  Real
Estate  Fund  XVIII Limited Partnership ("Lessor").  The  amounts
requested  have been or will be used to pay the items  identified
on Exhibit "A" attached hereto and made a part hereof.

      After  payment of the amounts requested herein, the balance
of     undisbursed    Development    Financing    proceeds     of
$_____________________   will   be   sufficient    to    complete
construction  and pay all related project costs  currently  known
and  approved  by  Lessor.  In the event of cost  overruns  which
cannot be accounted for by re-allocation among line items, Lessee
agrees   to   contribute  the  necessary   equity   to   complete
construction  pursuant  to Development  Financing  Agreement  and
Development Financing Disbursement Agreement.

     All representations and warranties made by the Lessee in the
Development  Financing Documents (as defined in  the  Development
Financing  Agreement) are true and correct as of the date  hereof
and Lessee is not in default of any of the provisions thereof.

      The total cost of the items for which Lessor is funding  is
estimated  to  be $1,490,000.  To date, $______________(exclusive
of  this  request) has been disbursed pursuant to the Development
Financing Disbursing Agreement.

     Dated:______________________________

               Lessee:

                    Tumbleweed, LLC., a  Kentucky
                    Limited Liability Company


                    By: /s/ James Mulrooney
                    Its: Executive VP & CFO




                             Lessee

                          Exhibit D-1
                    DRAW REQUEST CERTIFICATE

     This Certificate made by Tumbleweed, LLC.("Lessee").

                            RECITALS

      WHEREAS,  Lessee  and AEI Real Estate Fund  XVIII   Limited
Partnership("Lessor")  have entered into a Development  Financing
Agreement dated effective as of May                   , 1998 (the
"Development  Financing  Agreement")  pursuant  to  which  Lessor
agreed   to  loan  $1,490,000  to  Lessee  for  the  purpose   of
constructing  a  Tumbleweed Restaurant on certain  real  property
described  on  Exhibit "A" attached to the Development  Financing
Agreement ("Project"); and

      WHEREAS, Lessee and Contractor have entered into a contract
dated            , 1998, ("Construction Contract"); and

      WHEREAS,  the Development Financing Agreement requires  the
submission  to Escrowee and Lessor of this Certificate  prior  to
the  advancement  of  any  loan proceeds  under  the  Development
Financing Agreement.

      NOW, THEREFORE, Lessee does hereby certify to Escrowee  and
Lessor as follows:


        1.      This   Draw   Request   for   the   period   from
____________________________,  1998   to   _____________________,
1998,     showing    work    completed    to    date     of     $
and  requesting  a  current  payment of $________________________
relates  to costs incurred pursuant to the Construction Contract,
and  other  line items, all as shown on the Development Financing
Budget  attached to the Development Financing Agreement, and  are
costs  only  pertaining to the Project and are  included  in  the
Development Financing Agreement.

      2.    As  of  the  date of this Draw Request,  the  balance
remaining  due  for  all  costs under the Construction  Contract,
including  retainage and approved change orders, to complete  the
Project  after  receipt  of  payments requested  herein  will  be
$________________.

      3.    As  of  the date of this Draw Request, the  remaining
balance  due on the Development Financing Agreement as set  forth
above  is  sufficient to complete the Project in accordance  with
the  Plans  and  Specifications (as defined  in  the  Development
Financing  Agreement) to the degree set forth by the  Development
Financing Agreement.

    4.    That  all  work covered by this Draw Request  has  been
completed in accordance with the Construction Contract, Plans and
Specifications, and any amendments thereto approved by Lessor.

    5.    That  all  work  completed  to  date  conforms  to  the
Construction  Contract,   Plans  and  Specifications,   and   any
amendments thereto approved by Lessor.

    6.    That  all funds previously disbursed for costs incurred
pursuant  to  the  Construction Contract  under  the  Development
Financing Agreement have been applied as provided in all previous
Draw Request Certificates.

    7.    That  as  of the date hereof, to the best  of  Lessee's
knowledge  after  due  inquiry, the  Project  complies  with  the
requirements  of  all  zoning  and  building  laws,   ordinances,
regulations  and  permits; the requirements of  all  governmental
agencies  having jurisdiction over the Project; and there  is  no
action  or  proceeding pending before any court or administrative
agency  with respect to such laws, ordinances, regulations and/or
any certifications or permits issued thereunder.

   Dated this ______ day of ____________________, 1998.


                         Lessee:  Tumbleweed,  LLC.


                                  By:
                                  Its


STATE OF                          )
                                  )ss.
COUNTY OF                         )

    I,  _______________________________________________, a Notary
public  of  the  said  State and County do  hereby  certify  that
_________________________________________   personally   appeared
before me this day and he is the ____________________________  of
Tumbleweed, LLC., and that by authority duly given and as the act
of  the  corporation, the foregoing instrument was signed in  its
name  by  its _______________________________, on behalf of  said
limited liability company.

   Witness my hand and official stamp or seal, this ______ day of
_________________, 1998.

                                    _____________________________
____________
My commission expires:________    Notary Public






     CONTRACTOR AND ARCHITECT

                          Exhibit D-2
                    DRAW REQUEST CERTIFICATE

              This          Certificate          made          by
,("Contractor"),                                              AND
("Architect").

                            RECITALS

      WHEREAS,  Tumbleweed, LLC. ("Lessee") and AEI  Real  Estate
Fund  XVIII  Limited Partnership ("Lessor") have entered  into  a
Development Financing Agreement dated effective as of  May      ,
1998  (the "Development Financing Agreement") pursuant  to  which
Lessor agreed to advance $1,490,000 to Lessee for the purpose  of
constructing  a  Tumbleweed Restaurant on certain  real  property
described  on  Exhibit "A" attached to the Development  Financing
Agreement ("Project"); and

      WHEREAS, Lessee and Contractor have entered into a contract
dated                    , 1998, ("Construction Contract"); and

      WHEREAS, Lessee and Architect have entered into a  contract
dated                     , 1998, ("Architect Contract"); and

      WHEREAS,  the Development Financing Agreement requires  the
submission  to Escrowee and Lessor of this Certificate  prior  to
the  advancement  of  any  loan proceeds  under  the  Development
Financing Agreement.

      NOW,  THEREFORE, Contractor and Architect do hereby certify
to Escrowee and Lessor as follows:


        1.      This   Draw   Request   for   the   period   from
____________________________,  1998   to   _____________________,
1998,     showing    work    completed    to    date     of     $
and  requesting  a  current  payment of $________________________
relates  to costs incurred pursuant to the Construction Contract,
and are costs only pertaining to the Project.

      2.    As  of  the  date of this Draw Request,  the  balance
remaining  due  for  all  costs under the Construction  Contract,
including  retainage and approved change orders, to complete  the
Project  after  receipt  of  payments requested  herein  will  be
$________________.

      3.    As  of  the date of this Draw Request, the  remaining
balance  due on the Construction Contract as set forth  above  is
sufficient to complete the Project in accordance with  the  Plans
and  Specifications (as defined in the Construction Contract)  to
the degree set forth by the Construction Contract.

    4.    That  all  work covered by this Draw Request  has  been
completed in accordance with the Construction Contract, Plans and
Specifications, and any amendments thereto approved by Lessor.

    5.   That each subcontractor or materialmen for which payment
is  requested  in this Draw Request has satisfactorily  completed
the work or furnished materials for which payment is requested in
accordance with the Construction Contract.

    6.    That  all  work  completed  to  date  conforms  to  the
Construction  Contract,   Plans  and  Specifications,   and   any
amendments thereto approved by Lessor.

    7.    That  all funds previously disbursed for costs incurred
pursuant  to  the  Construction Contract  have  been  applied  as
provided in all previous Draw Request Certificates.

    8.    That as of the date hereof, to the best of Contractor's
and Architect's knowledge after due inquiry, the Project complies
with   the   requirements  of  all  zoning  and  building   laws,
ordinances,  regulations  and permits; the  requirements  of  all
governmental  agencies having jurisdiction over the Project;  and
there  is  no  action or proceeding pending before any  court  or
administrative  agency  with respect to  such  laws,  ordinances,
regulations   and/or  any  certifications   or   permits   issued
thereunder.

   Dated this ______ day of ____________________, 1998.

                                  CONTRACTOR:



                                  By:

                                     Its:



                                  ARCHITECT:



                                  By:

                                      Its:

STATE OF                          )
                                  )ss.
COUNTY OF                         )

    I,  _______________________________________________, a Notary
public  of  the  said  State and County do  hereby  certify  that
_________________________________________   personally   appeared
before me this day and he is the ____________________________  of
,  a                   corporation,  and that by  authority  duly
given and as the act of the corporation, the foregoing instrument
was signed in its name by its _______________________________, on
behalf of said corporation.

   Witness my hand and official stamp or seal, this ______ day of
_________________, 1998.

                                    _____________________________
____________
My commission expires:________    Notary Public




STATE OF                          )
                                  )ss.
COUNTY OF                         )

    I,  _______________________________________________, a Notary
public  of  the  said  State and County do  hereby  certify  that
_________________________________________   personally   appeared
before me this day and he is the ____________________________  of
,  a                   corporation,  and that by  authority  duly
given and as the act of the corporation, the foregoing instrument
was signed in its name by its _______________________________, on
behalf of said corporation.

   Witness my hand and official stamp or seal, this ______ day of
_________________, 1998.

                                    _____________________________
____________
My commission expires:________    Notary Public






                           EXHIBIT `H'
                             FORM OF
          DEVELOPMENT FINANCING DISBURSEMENT AGREEMENT





     DEVELOPMENT FINANCING DISBURSEMENT AGREEMENT

THIS  AGREEMENT,  made  and entered into  effective  as  of  this
day  of  May,  1998,  by and among Tumbleweed,  LLC  (hereinafter
referred to as the "Lessee"), Lawyers Title Insurance Corporation
-  Construction Disbursement Department (hereinafter referred  to
as "LTIC-CDD" or "Title"), and AEI Real Estate Fund XVIII Limited
Partnership,  a  Minnesota  limited partnership  whose  corporate
general  partner is AEI Fund Management XVIII, Inc., a  Minnesota
corporation;  whose principal business address is 1300  Minnesota
World  Trade Center, 30 East Seventh Street, St. Paul,  Minnesota
55101 (hereinafter collectively referred to as the "Lessor").

     WITNESSETH:

      WHEREAS,  the  Lessor  and Lessee have  entered  into  that
certain   Net   Lease  Agreement  and  that  certain  Development
Financing  Agreement of even date herewith (hereinafter  referred
to  as  the  "Lease"  or  the "Development Financing  Agreement")
pursuant  to  which  Lessor has agreed to make  advances  to  the
Lessee  in  the aggregate principal amount of up to and including
$1,490,000 upon the terms and conditions therein set forth; and

      WHEREAS, LTIC-CDD acknowledges receipt of an executed  copy
of the Development Financing Agreement for the reference purposes
as specifically cross-referenced herein; and

      WHEREAS,  the  Lessor  desires that LTIC-CDD  disburse  the
advances  made  by  the  Lessor under the  Development  Financing
Agreement,  and LTIC-CDD is willing to do so, on  the  terms  and
subject to the conditions hereinafter set forth.

      NOW,  THEREFORE, in consideration of the terms of the Lease
and  the  Development  Financing Agreement  and  other  good  and
valuable consideration, the receipt and the sufficiency of  which
is hereby acknowledged, the parties hereto agree as follows:

          1.   For purposes of this Agreement, unless the context
          otherwise  requires, all words used  herein  which  are
          defined  in  the Development Financing Agreement  shall
          have  the  same  meaning as is given  to  them  in  the
          Development Financing Agreement.

          2.    At  the  request of the Lessee, the  Lessor  will
          deposit  with  LTIC-CDD from time to  time  undisbursed
          proceeds of the Development Financing.

          3.    LTIC-CDD  is authorized and directed to  disburse
          the funds deposited hereunder to:

                      a.    Pay  costs  of  construction  of  the
               improvements  to  be erected on the  above  leased
               premises.


                     b.    Obtain  releases and  satisfaction  of
               liens and other encumbrances, if any, pursuant  to
               statements  of amounts due which must be  approved
               by the Lessor.

          4.    The  Inspecting  Architect,  if  any,  is  to  be
          selected  by Lessor at Lessor's option and the  General
          Contractor  is to be a contractor selected  by  Lessee,
          licensed to do business in the state wherein the Leased
          Premises are located and selected by Lessee.

          5.     Prior   to  the  first  disbursement  of   funds
          hereunder,  it is a requirement of this Agreement  that
          LTIC-CDD be furnished:

                     a.   A sworn Lessee statement disclosing the
               various  contracts entered into by the Lessee  and
               setting  forth the names (when under contract)  of
               the   contractors,   their  addresses,   work   or
               materials   to  be  furnished,  amounts   of   the
               contracts  (if in excess of $5,000), amounts  paid
               to  date  and  balance due and the  names  of  all
               parties  who have furnished a Notice to Furnishing
               pursuant to applicable Ohio Statute and copies  of
               said notice;

                     b.    A sworn General Contractor's statement
               setting  forth  in  detail  all  contractors   and
               material suppliers with whom it has contracted  to
               date for or in connection with the improvements to
               the  Leased  Premises, their  addresses,  work  or
               materials   to  be  furnished,  amounts   of   the
               contracts  (if in excess of $5,000), amounts  paid
               to  date,  and  balance due and the names  of  all
               parties  who have furnished a Notice of Furnishing
               pursuant to applicable Ohio Statute and copies  of
               said notice;

                     c.    An  approval  by the  Lessor  for  the
               purposes  of  loan  disbursement  of  the  General
               Contractor's statement and the Lessee's statement,
               which are provided at 5.a. and 5.b. above.

                      d.    Copies  of  the  contracts  with  the
               Architect,  General  Contractor  and   any   other
               construction contracts required by LTIC-CDD.

          6.    Prior to each disbursement of funds hereunder, it
          is  a  requirement of this Agreement that  LTIC-CDD  be
          furnished:

                     a.    An Application for Payment in the form
               attached to the Development Financing Agreement as
               Exhibit "C".


          b.   A Draw Request Certificate in the form attached to
          the Development Financing Agreement as Exhibit "D".

                     c.   Sufficient funds to cover the requested
               disbursements,  and to pay for  extras  or  change
               orders  for which waivers have not been  deposited
               and  for  which  funds  have not  previously  been
               deposited.

                     d.    Sufficient funds to cover unpaid title
               and escrow charges.

                      e.     Statements,   waivers,   affidavits,
               supporting  waivers  and  releases  of  lien   (if
               necessary) satisfactory to LTIC-CDD and Lessor.

                     f.    Approval  of  Lessor  of  the  relevant 
               Application for Payment.

                     g.    Updated Sworn Lessee Statement as  set
               forth in paragraph 5(a) above.

                     h.   Updated Sworn Contractors Statement  as
               set forth in paragraph 5 (b) above.

          7.    Not  later than five (5) business days  following
          receipt  of  the documents delivered to it pursuant  to
          Paragraph 6, LTIC-CDD will orally notify the Lessor (i)
          whether the delivered documents are satisfactory to  it
          and  (ii) whether it has received lien waivers from all
          contractors  who should have been paid by it  from  the
          proceeds  of the disbursement made in response  to  the
          previous  Application  for  Payment.   If  waivers  are
          missing,  LTIC-CDD  will  promptly  advise  Lessor  and
          Lessee,  in  reasonable detail, of  the  deficiency  or
          missing  lien  waivers, as the case may  be.   If  such
          deficiency  is corrected to the reasonable satisfaction
          of the Lessor, or if missing lien waivers are furnished
          to  LTIC-CDD, or if the Lessor is initially notified by
          LTIC-CDD  that  the  documents  delivered  to  it   are
          satisfactory  and  that  such lien  waivers  have  been
          delivered by it, the Lessor will (on the requested date
          of disbursement) transmit to LTIC-CDD the amount of the
          disbursement  applied  for in the relevant  Application
          for  Payment, less an amount sufficient to pay interest
          on  the  Note  and fees of the Inspector/Architect,  if
          any,  which  have accrued and are payable in connection
          with  the relevant Application for Payment, by transfer
          of  such  funds  to LTIC-CDD for deposit in  LTIC-CDD's
          Account.

          8.    Upon  receiving the funds transmitted  by  Lessor
          pursuant  to Paragraph 7, LTIC-CDD will pay the  Lessee
          and\or  Contractor directly the amount in the  relevant
          Application for Payment under the terms and  conditions
          described herein, or, if less because Lessee Equity  is
          required  to  bring  the  Development  financing   into
          balance  as  set  forth  in the  Development  Financing
          Agreement,  the  amount approved  by  the  Lessor.   If
          direct  disbursements are required  by  Lessor  to  the
          parties  disclosed in the Application  for  Payment  as
          being  entitled  to receive payment, a sworn  statement
          from  the  Lessee and\or Contractor must  be  furnished
          disclosing all parties to be paid and the amount to  be
          paid.  Direct disbursements will be undertaken only the
          written  direction to do so from Lessor.  If,  for  any
          reason  any  of  said  funds on deposit  in  LTIC-CDD's
          account  are not disbursed by LTIC-CDD by the close  of
          business  on  the twelfth (12) business  day  following
          credit  of  funds  to  its  accounts,  (if  not  sooner
          requested  to do so by Lessee) LTIC-CDD will  forthwith
          remit  to  the Lessor, in immediately available  funds,
          the  amount of the funds in such account that were  not
          so  disbursed.  LTIC-CDD shall not be liable to  Lessor
          for interest on the funds deposited with it, except and
          to  the  extent that LTIC-CDD fails to remit to  Lessor
          undisbursed funds deposited with it in accordance  with
          this  Paragraph 8, in which event interest shall be  at
          the  rate provided in the Note and shall be payable  on
          demand.

          9.    LTIC-CDD  will keep and maintain, at  all  times,
          full,   true   and  accurate  books  and  records,   in
          sufficient detail to reflect the disbursements made  by
          it  hereunder.   The Lessor may during normal  business
          hours,  examine  all  books  and  records  of  LTIC-CDD
          pertaining  to  disbursements made by it hereunder  and
          make extracts therefrom and copies thereof.

          10.   As  LTIC-CDD  makes  a  partial  disbursement  of
          Development Financing Proceeds hereunder, it will cause
          Title to furnish the Lessor the following:

                          ALTA  down-date  endorsement  and  upon
               final  advance,  deletion of pending  disbursement
               clause.

          11.    Prior  to  the  final  disbursement   of   funds
          hereunder,  it is a requirement of this Agreement  that
          LTIC-CDD  furnish  to Lessor a Commitment  for  a  ALTA
          Owner's  Policy of Title Insurance prepared by LTIC-CDD
          (also  referred  to as "Title") subject  to  the  usual
          terms, conditions and exceptions contained in that form
          of  policy, exceptions approved by Lender and  together
          with the coverages required by the Lessor.

          12.   If at any time during the course of construction,
          the   total  of  the  unpaid  disclosed  cost  of   the
          construction as indicated by the column totals  on  the
          general contractor's sworn statement exceeds the amount
          of  the undisbursed Development Financing Proceeds,  as
          calculated  by  subtracting the  total  amount  of  the
          liability taken on the endorsement from the face amount
          of  the  Development  Financing,  and  the  Development
          Financing  Balance shall be insufficient,  in  Lessor's
          reasonable  opinion,  as  set  forth  in  Article  VII,
          paragraph 3, of the Development Financing Agreement, to
          complete  the  Project, LTIC-CDD need not make  further
          disbursements  under the terms of this Agreement  until
          the  Lessee has deposited the sum necessary to make the
          available funds equal to the unpaid disclosed  cost  of
          construction, or unless specifically directed to do  so
          by  Lessor.   Also,  if LTIC-CDD discovers  a  material
          misstatement in an affidavit furnished by  the  general
          contractor  or  the  Lessee, it may  stop  disbursement
          until   the   misstatement  has  been  corrected.    No
          liability  is  assumed by LTIC-CDD  to  the  Lessee  as
          regards protection against mechanic's lien claims.

          13.   The  functions  and duties  assumed  by  LTIC-CDD
          include only those described in this Agreement and LTIC-
          CDD  is not obligated to act except in accordance  with
          the  terms and conditions of this Agreement.   LTIC-CDD
          does  not  insure that the building will be  completed,
          nor  does  it  insure that the building when  completed
          will   be   in   accordance   with   the   plans    and
          specifications,  nor  that  sufficient  funds  will  be
          available  for  the completion, nor does  it  make  the
          certifications of the Inspector/Architect its own,  nor
          does  it  assume  any  liability for  same  other  than
          procurement as one of the conditions precedent to  each
          disbursement.

          14.   The  Lessee  shall pay all reasonable  title  and
          escrow charges as they are determined.  These items are
          to be considered as a cost of construction for purposes
          of Paragraph 8.

          15.    At   any   time  prior  to  its  commitment   of
          disbursement of funds hereunder, LTIC-CDD reserves  the
          right   to  decline  any  risk  offered  for  insurance
          hereunder,  whereupon  it shall return  to  Lessor  any
          documents in its possession relating to such  loan  and
          the funds received by it.  Commencement of disbursement
          makes this Agreement effective as to all funds that are
          received and disbursed on the construction in question.

          16.   Where, after first disbursement, a further  title
          search  reveals  a subsequently arising exception  over
          which  Title  is  unwilling to  insure,  LTIC-CDD  will
          notify  Lessor  and may discontinue disbursement  until
          the  exception  has been disposed of to its  reasonable
          satisfaction.

          17.   LTIC-CDD has no liability for loss caused  by  an
          error in the certification furnished it hereunder as to
          work in place.



          18.  LTIC-CDD shall not be responsible for any loss  of
          documents  or funds while such documents or  funds  are
          not  in  its  custody. Documents  or  funds  which  are
          deposited  in  the  United States  mail  shall  not  be
          construed as being in the custody of LTIC-CDD.

          19.   This Agreement shall be binding upon the  parties
          hereto  and  their respective successors  and  assigns;
          provided,  however, that LTIC-CDD may  not  assign  its
          duties  hereunder without the prior written consent  of
          the Lessor and Lessee.

          20.  This Agreement can be amended or modified only  by
          a writing signed by the parties hereto.

          21.   For  the Final requisition of construction  funds
          the  Contractor, in addition to the requirement for the
          submission  of  a final Draw Request, shall  furnish  a
          Final  Contractors Affidavit stating that  all  parties
          furnishing labor service or materials have been paid in
          full  along with Final Waivers of Lien from all parties
          furnishing Notice of Furnishing and the Contractor.  If
          the fact be otherwise, the affidavit must show the name
          of  each  party who has not been paid in full  and  the
          amount  due.   Final Payment will then be made  to  the
          Lessee  or  to those parties submitting Final  Waivers,
          when  Final  Waivers  are submitted  from  the  parties
          requesting payment set forth in the Final Affidavit and
          a  Final  Waiver of Lien is furnished by the Contractor
          or Sub-Contractor.  If Final Waivers are not available,
          LTIC-CDD shall not disburse any funds until it receives
          joint directions in writing to fund from the Lessee and
          Lessor  as  well  as  sufficient  funds  to  make  each
          disbursement.

          22.   LTIC-CDD may satisfy its obligation hereunder  as
          to any construction lien for which it may be liable due
          to  its  failure to follow the instructions  herein  by
          bonding  off  the  claim  of lien  in  accordance  with
          applicable Ohio Statute.

          23.   LTIC-CDD  shall  have  no  responsibility  to  a)
          inspect  the construction site; b) for claims of  liens
          not  disclosed by the lessees or contractor  statement;
          c)  to  see  that  the improvements are constructed  in
          accordance with the plans and specifications,  or  that
          said  improvements are constructed, or that  sufficient
          funds are available for completion;

          24.  The Lessee covenants and agrees to promptly secure
          the  necessary recordable lien release or transfer  any
          construction  lien filed on the Property to  surety  or
          cash  bond as further provided by Ohio Statutes as same
          relates to construction liens.

          25.   In consideration of, among other things, LTIC-CDD
          entering  into  this Agreement, Lessee indemnifies  and
          saves LTIC-CDD harmless from any and all losses, costs,
          damages,  expenses and liabilities, including attorneys
          fees,  which  may  incur under this agreement,  arising
          from  any construction liens or from the breach of  any
          warranty or covenant made to LTIC-CDD by Lessee, or any
          person claiming by, through, or under it.

          26.   Nothing contained in this Agreement shall in  any
          way limit or diminish the obligations of the Lessee  or
          Contractor  nor  the rights of the  Lessor  as  may  be
          contained   in  any  Development  Financing   Agreement
          between the parties.

          27.   LTIC-CDD  has no responsibility  for  determining
          whether Lessee or Contractor is in compliance with  the
          terms of any Agreement with the Lessor, nor shall LTIC-
          CDD  be responsible for the failure of either party  to
          perform  under  such  agreement.  The  funding  of  any
          Development  Financing Proceeds to  LTIC-CDD  shall  be
          deemed Lessor's direction to LTIC-CDD to Disburse.

          28.  Prior to the actual disbursement of funds by LTIC-
          CDD,  pursuant to this Agreement, LTIC-CDD will make  a
          record  title  search.   If  any  intervening  recorded
          instruments  appear  of record,  LTIC-CDD  will  advise
          Lessor  and Lessee of the same.  No disbursements  will
          be  made until the matter is removed from the record or
          until  LTIC-CDD  shall receive from the Lessor  written
          approval to disburse and to reflect the instruments  or
          instrument in the endorsement to be issued.

          29.  LTIC-CDD will execute this Agreement only upon the
          condition that the Deed conveying title to Lessor  will
          be  recorded  prior to the recording  of  a  Notice  of
          Commencement.

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

                    Tumbleweed, LLC, a Kentucky Limited
                    Liability Company

                    By: /s/ James Mulrooney
                    Its: Executive VP & CFO


                    By /s/ John Butorac
                    Its President



                     LAWYERS  TITLE INSURANCE  COMPANY
                     CONSTRUCTION DISBURSEMENT DEPARTMENT

                     By
                     Its





[Remainder of page intentionally left blank - signature pages  on
following pages]

     AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

          By:  AEI Fund Management XVIII, Inc.

          By:
               Robert   P.   Johnson,  President


Development   Financing   Disbursement   Agreement,   Tumbleweed,
Columbus, Ohio






                           EXHIBIT "I"
                             FORM OF
                       NET LEASE AGREEMENT
                                
                                
                                
                                
                                
                                
                      NET LEASE AGREEMENT


      THIS  LEASE,  made  and entered into effective  as  of  the
day of May, 1998, by and among AEI Real Estate Fund XVIII Limited
Partnership,  a  Minnesota  limited partnership  whose  corporate
general  partner is AEI Fund Management XVIII, Inc., a  Minnesota
corporation ("Fund XVIII"), whose principal business  address  is
1300  Minnesota World Trade Center, 30 East Seventh  Street,  St.
Paul,  Minnesota 55101 (hereinafter collectively referred  to  as
"Lessor"),  and  Tumbleweed, LLC., a Kentucky  limited  liability
company  (hereinafter referred to as "Lessee"),  whose  principal
business address is 1900 Mellwood Avenue, Louisville, Kentucky;

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at East Broad Street, Columbus,
Ohio,  and  legally described in Exhibit "A", which  is  attached
hereto and incorporated herein by reference; and

      WHEREAS,  Lessee  will  be constructing  the  building  and
improvements  (together  the "Building")  on  the  real  property
described  in  Exhibit "A", which Building is  described  in  the
plans and specifications heretofore submitted to Lessor; and

      WHEREAS,  Lessee  desires to lease said real  property  and
Building (said real property and Building hereinafter referred to
as  the  "Leased  Premises"), from  Lessor  upon  the  terms  and
conditions hereinafter provided;

      NOW,  THEREFORE,  in  consideration of  the  Rents,  terms,
covenants, conditions, and agreements hereinafter described to be
paid,  kept,  and performed by Lessee, Lessor does hereby  grant,
demise,  lease, and let unto Lessee, and Lessee does hereby  take
and hire from Lessor and does hereby covenant, promise, and agree
as  follows:

ARTICLE 1.     LEASED PREMISES

      Lessor hereby leases to Lessee, and Lessee leases and takes
from  Lessor,  the Leased Premises subject to the  conditions  of
this Lease.

ARTICLE 2.     TERM

      (A)   The term of this Lease ("Term") shall be Fifteen (15)
consecutive "Lease Years", as hereinafter defined, commencing  on
May        , 1998 ("Occupancy Date").

      (B)   The  first "Lease Year" of the Term shall  be  for  a
period  of  twelve  (l2)  consecutive calendar  months  from  the
Occupancy  Date.  If the Occupancy Date shall be other  than  the
first  day of a calendar month, the first "Lease Year"  shall  be
the  period  from the Occupancy Date to the end of  the  calendar
month  of  the  Occupancy Date, plus the  following  twelve  (l2)
calendar  months.   Each Lease Year after the  first  Lease  Year
shall be a successive  period of twelve (l2) calendar months.

     (C)  The parties agree that once the Occupancy Date has been
established,  upon the request of either party, a short  form  or
memorandum of this Lease will be executed for recording purposes.
That  short form or memorandum of this Lease will set  forth  the
actual  occupancy and termination dates of the Term and  optional
Renewal Terms, as defined in Article 28 hereof, and the existence
of any right of renewal, and that said right shall terminate when
the  Lessee  shall  lose right to possession  or  this  Lease  is
terminated, whichever occurs first.

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

      (A)   Lessee warrants and agrees that the Building will  be
constructed on the Leased Premises, and all other improvements to
the  land,  including  the parking lot, approaches,  and  service
areas,  will  be constructed in all material respects  by  Lessee
substantially   in   accordance  with  the   plot,   plans,   and
specifications heretofore submitted to Lessor.

      (B)   Lessee  warrants  that the  Building  and  all  other
improvements  to the land contemplated do comply with  the  laws,
ordinances,  rules,  and  regulations  of  all  state  and  local
governments.

      (C)  Lessee agrees to pay, if not already paid in full, for
all architectural fees and actual construction costs relating  to
the  Building  and  other  related  improvements  on  the  Leased
Premises,  in  the past, present or future, which shall  include,
but   not  be  limited  to,  plans  and  specifications,  general
construction,    carpentry,   electrical,   plumbing,    heating,
ventilating,    air    conditioning,    decorating,     equipment
installation,    outside    lighting,    curbing,    landscaping,
blacktopping,  electrical sign hookup, conduit  and  wiring  from
building,  fencing, and parking curbs, builder's  risk  insurance
(naming  Lessor, Lessee, and contractor as co-insured),  and  all
construction  bonds for improvements made by or at the  direction
of Lessee.

      (D)   Opening for business in the Leased Premises by Lessee
shall  constitute  an acceptance of the Leased  Premises  and  an
acknowledgment by Lessee that the premises are in  the  condition
described under this Lease.




ARTICLE 4.  RENT PAYMENTS

          (A)   Annual  Rent  Payable for the first  Lease  Year:
          Lessee  shall pay to Lessor an annual Base  Rent  of  $
          , which amount shall be payable in advance on the first
          day  of each month in equal monthly installments  of  $
          to  Lessor  Fund XVIII. If the first day of  the  Lease
          Term is not the first day of a calendar month, then the
          monthly Rent payable for that partial month shall be  a
          prorated  portion of the equal monthly  installment  of
          Base Rent.

          (B)   Annual  Rent Payable beginning in the second  and
          each Lease Year thereafter:

                     1.    In  the  second and  each  Lease  Year
               thereafter,  the annual Base Rent due and  payable
               shall  increase by an amount equal to  the  lesser
               of:  a)  Two Percent (2%) of the Base Rent payable
               for  the  immediately prior Lease Year,  or  b)  A
               percentage   equal   to  two  times   the   "CPI-U
               Percentage Increase" of the Base Rent payable  for
               the prior Lease Year.

                          "CPI-U"  shall mean the Consumer  Price
               Index   for  All  Urban  Consumers,  (all  items),
               published  by  the  United  States  Department  of
               Labor,  Bureau of Labor Statistics (BLS)  (1982-84
               equal  100), U.S. Cities Average, or, in the event
               said   index  ceases  to  be  published,  by   any
               successor   index  recommended  as  a   substitute
               therefor  by  the  United States Government  or  a
               comparable,   nonpartisan  substitute   reasonably
               designated by Lessor.  If the BLS changes the base
               reference  period for the Price Index  from  1982-
               84=100,  the  CPI-U Percentage Increase  shall  be
               determined with the use of such conversion formula
               or table as may be published by the BLS.

                          The  term  "CPI-U Percentage  Increase"
               shall  mean the percentage increase in  the  CPI-U
               determined by reference to the increase,  if  any,
               in  the  latest monthly CPI-U issued prior to  the
               first day of the Lease Year for which Base Rent is
               being  increased, over the CPI-U  issued  for  the
               same  month  in the year prior (e.g., the  January
               CPI-U for the year 2000 over the January CPI-U for
               the  year 1999.)  Said month's CPI-U shall be used
               even  though that CPI-U will not be for the  month
               in  which the renewal term commences.  In no event
               shall  the CPI-U Percentage Increase be less  than
               zero.

     (C)  Overdue Payments.

     Lessee shall pay interest on all overdue payments of Rent or
other  monetary  amounts due hereunder at  the  rate  of  fifteen
percent  (15%)  per  annum or the highest rate  allowed  by  law,
whichever  is  less, accruing from the date such  Rent  or  other
monetary amounts were properly due and payable.

ARTICLE 5. INSURANCE AND INDEMNITY

      (A)  Lessee shall, throughout the Term or Renewal Terms, if
any,  of  this  Lease, at its own cost and expense,  procure  and
maintain   insurance  which  covers  the  Leased   Premises   and
improvements   against  fire, wind, and storm  damage  (including
flood  insurance  if  the  Leased  Premises  is  in  a  federally
designated  flood  prone  area) and such other  risks  (including
earthquake  insurance, if the Leased Premises  is  located  in  a
federally  designated earthquake zone or  in  an  ISO  high  risk
earthquake zone) as may be included in the broadest form  of  all
risk,  extended coverage insurance as may, from time to time,  be
available in amounts sufficient to prevent Lessor or Lessee  from
becoming   a  co-insurer  within  the  terms  of  the  applicable
policies.  In any event, the insurance shall not be less than one
hundred  percent  (100%) of the then insurable value,  with  such
commercially  reasonable  deductibles as  Lessor  may  reasonably
require  from  time  to  time.   Additionally,  replacement  cost
endorsements,    vandalism   endorsement,   malicious    mischief
endorsement,  waiver of subrogation endorsement,  waiver  of  co-
insurance  or  agreed  amount  endorsement  (if  available),  and
Building   Ordinance  Compliance  endorsement   and   Rent   loss
endorsements (for a period of twelve months) must be obtained.

     (B)  Lessee agrees to place and maintain throughout the Term
or Renewal Terms, if any, of this Lease, at Lessee's own expense,
public  liability  insurance with respect  to  Lessee's  use  and
occupancy  of  said  premises, including "Dram  Shop"  or  liquor
liability insurance, if the same shall be or become available  in
the State of Ohio, with initial limits of at least $2,000,000 per
occurrence/$5,000,000  general aggregate (inclusive  of  umbrella
coverage),  or such additional amounts as Lessor shall reasonably
require from time to time.

      (C)  Lessee agrees to notify Lessor in writing if Lessee is
unable  to  procure all or some part of the aforesaid  insurance.
In the event Lessee fails to provide all insurance required under
this  Lease, Lessor shall have the right, but not the obligation,
to  procure such insurance on Lessee's behalf, following five (5)
business days written notice to Lessee of Lessor's intent  to  do
so  (unless insurance then in place would during such period,  or
already  has, lapsed, in which case no notice need be given)  and
Lessee may obtain such insurance during said five day period  and
not  then  be  in default hereunder. If Lessor shall obtain  such
insurance, Lessee will then, within five (5) business  days  from
receiving  written notice, pay Lessor the amount of the  premiums
due  or paid, together with interest thereon at the lesser of 15%
per  annum  or  the highest rate allowable by law,  which  amount
shall  be  considered Rent payable by Lessee in addition  to  the
Rent defined at Article 4 hereof.

      (D)  All policies of insurance provided for or contemplated
by  this Article can be under Lessee's blanket insurance coverage
and  shall  name Lessor, Lessor's corporate general partner,  and
Robert  P.  Johnson, individual general partner,  and  Lessee  as
additional insured and loss payee, as their respective  interests
(as  landlord  and  lessee, respectively) may appear,  and  shall
provide   that  the  policies  cannot  be  canceled,  terminated,
changed,  or modified without thirty (30) days written notice  to
the parties.  In addition, all of such policies shall be in place
on  or before the Occupancy Date and contain endorsements by  the
respective insurance companies waiving all rights of subrogation,
if  any,  against  Lessor.   All  insurance  companies  providing
coverages must be rated "A" or better by Best's Key Rating  Guide
(the  most current edition), or similar quality under a successor
guide  if Best's Key Rating shall cease to be published.   Lessee
shall  maintain  legible  copies of  any  and  all  policies  and
endorsements  required herein, to be made available for  Lessor's
review  and photocopy upon Lessor's reasonable request from  time
to  time.   On  the Occupancy Date and no less than fifteen  (15)
business days prior to expiration of such policies, Lessee  shall
provide  Lessor  with  legible copies  of  any  and  all  renewal
Certificates  of  Insurance reflecting the  above  terms  of  the
Policies  (including endorsements).  Lessee agrees that  it  will
not  settle  any property insurance claims affecting  the  Leased
Premises  in  excess  of $25,000 without Lessor's  prior  written
consent, such consent not to be unreasonably withheld or delayed.
Lessor  shall  consent to any settlement of  an  insurance  claim
wherein  Lessee shall confirm in writing with evidence reasonably
satisfactory to Lessor that Lessee has sufficient funds available
to complete the rebuilding of the Premises.

      (E)   Lessee  shall  defend,  indemnify,  and  hold  Lessor
harmless  against  any  and  all claims,  damages,  and  lawsuits
arising  after the Occupancy Date of this Lease and  any  orders,
decrees  or  judgments which may be entered therein, brought  for
damages or alleged damages resulting from any injury to person or
property  or from loss of life sustained in or about  the  Leased
Premises,  unless  such  damage  or  injury  results   from   the
intentional  misconduct  or the gross negligence  of  Lessor  and
Lessee  agrees to save Lessor harmless from, and indemnify Lessor
against, any and all injury, loss, or damage, of whatever nature,
to  any person or property caused by, or resulting from any  act,
omission,  or negligence of Lessee or any employee  or  agent  of
Lessee.  In addition, Lessee hereby releases Lessor from any  and
all liability for any loss or damage caused by fire or any of the
extended  coverage casualties, unless such fire or other casualty
shall   be  brought  about  by  the  intentional  misconduct   or
negligence  of  Lessor.  In the event of  any  loss,  damage,  or
injury  caused  by the joint negligence or willful misconduct  of
Lessor  and  Lessee, they shall be liable therefor in  accordance
with their respective degrees of fault.

      (F)   Lessor hereby waives any and all rights that  it  may
have to recover from Lessee damages for any loss occurring to the
Leased  Premises  by  reason of any act or  omission  of  Lessee;
provided,  however, that this waiver is limited to  those  losses
for which Lessor is compensated by its insurers, if the insurance
required  by this Lease is maintained.  Lessee hereby waives  any
and all right that it may have to recover from Lessor damages for
any loss occurring to the Leased Premises by reason of any act or
omission  of  Lessor;  provided, however,  that  this  waiver  is
limited to those losses for which Lessee is, or should be if  the
insurance  required  herein  is maintained,  compensated  by  its
insurers.

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

      (A)   Lessee shall be liable and agrees to pay the  charges
for  all  public  utility services rendered or furnished  to  the
Leased  Premises, including heat, water, gas, electricity, sewer,
sewage  treatment facilities and the  like, all personal property
taxes,  real estate taxes, special assessments, and municipal  or
government charges, general, ordinary and extraordinary, of every
kind  and  nature  whatsoever, which may be levied,  imposed,  or
assessed  against  the Leased Premises, or upon any  improvements
thereon,  at any time after the Occupancy Date of this Lease  for
the  period  prior to the expiration of the term hereof,  or  any
Renewal Term, if exercised.

     (B)  Lessee shall pay all real estate taxes, assessments for
public   improvements   or  benefits,  and   other   governmental
impositions,  duties,  and  charges  of  every  kind  and  nature
whatsoever which shall or may, during the term of this Lease,  be
charged,  laid, levied, assessed, or imposed upon,  or  become  a
lien  or liens upon the Leased Premises or any part thereof. Such
payments  shall be considered as Rent paid by Lessee in  addition
to  the Rent defined at Article 4 hereof.  If due to a change  in
the  method of taxation, a franchise tax, Rent tax, or income  or
profit tax shall be levied against Lessor in substitution for  or
in lieu of any tax which would otherwise constitute a real estate
tax,  such tax shall be deemed a real estate tax for the purposes
herein and shall be paid by Lessee; otherwise Lessee shall not be
liable for any such tax levied against Lessor.

       (C)    All  real  estate  taxes,  assessments  for  public
improvements  or benefits, water rates and charges, sewer  rents,
and  other  governmental impositions, duties, and  charges  which
shall become payable for the first and last tax years of the term
hereof shall be apportioned pro rata between Lessor and Lessee in
accordance with the respective number of months during which each
party  shall be in possession of the Leased Premises (or  through
the  expiration of the term hereof, if longer) in said respective
tax years.  Lessee shall pay within 60 days of the expiration  of
the term hereof Lessor's reasonable estimate of Lessee's pro-rata
share  of  real estate taxes for the last tax year  of  the  term
hereof,  based  upon the last available tax bill.   Lessor  shall
give  Lessee notice of such estimated pro-rata real estate  taxes
no  later  than  75 days from the end of the term  hereof.   Upon
receipt  of  the actual statement of real estate taxes  for  such
prorated  period, Lessor shall either refund to Lessee  any  over
payment  of  the pro-rata Lessee obligation, or shall assess  and
Lessee  shall pay promptly upon notice any remaining  portion  of
the Lessee's pro-rata obligation for such real estate taxes.

      (D)   Lessee shall have the right to contest or  review  by
legal proceedings or in such other manner as may be legal (which,
if instituted, shall be conducted solely at Lessee's own expense)
any tax, assessment for public improvements or benefits, or other
governmental  imposition  aforementioned,  upon  condition  that,
before  instituting  such  proceeding  Lessee  shall  pay  (under
protest)  such  tax  or  assessments for public  improvements  or
benefits,  or other governmental imposition, duties  and  charges
aforementioned, unless such payment would act as a  bar  to  such
contest or interfere materially with the prosecution thereof  and
in  such event Lessee shall post with Lessor alternative security
reasonably satisfactory to Lessor.  All such proceedings shall be
begun  as  soon  as reasonably possible after the  imposition  or
assessment  of  any contested items and shall  be  prosecuted  to
final adjudication with reasonable dispatch.  In the event of any
reduction,  cancellation,  or discharge,  Lessee  shall  pay  the
amount  that  shall  be finally levied or assessed   against  the
Leased  Premises  or adjudicated to be due and payable,  and,  if
there  shall be any refund payable by the governmental  authority
with respect thereto, if Lessee has paid the expense of Lessor in
such  proceedings, Lessee shall be entitled to receive and retain
the refund, subject, however, to apportionment as provided during
the first and last years of the term of this Lease.

      (E)   Lessor, within sixty (60) days after notice to Lessee
if  Lessee fails to commence such proceedings, may, but shall not
be  obligated to, contest or review by legal proceedings,  or  in
such  other manner as may be legal, and at Lessor's own  expense,
any  tax,  assessments for public improvements and  benefits,  or
other governmental imposition aforementioned, which shall not  be
contested or reviewed, as aforesaid, by Lessee, and unless Lessee
shall promptly join with Lessor in such contest or review, Lessor
shall be entitled to receive and retain any refund payable by the
governmental authority with respect thereto.

      (F)  Lessor shall not be required to join in any proceeding
referred  to  in  this  Article, unless  in  Lessee's  reasonable
opinion,  the provisions of any law, rule, or regulation  at  the
time in effect shall require that such a proceeding be brought by
and/or  in  the name of Lessor, in which event Lessor shall  upon
written  request, join in such proceedings or permit the same  to
be brought in its name, all at no cost or expense to Lessor.

     (G)  Within thirty (30) days after Lessor notifies Lessee in
writing  that Lessor has paid such amount, Lessee shall also  pay
to  Lessor,  as  additional Rent, the amount of  any  sales  tax,
franchise  tax, excise tax, on Rents imposed by the  State  where
the  Leased  Premises  are located.  At Lessor's  option,  Lessee
shall  deposit  with Lessor on the first day of  each  and  every
month  during  the  term hereof, an amount equal  to  one-twelfth
(1/12)  of any estimated sales tax payable to the State in  which
the  property  is situated for Rent received by Lessor  hereunder
("Deposit").  From time to time out of such Deposit  Lessor  will
pay  the sales tax to the State in which the property is situated
as  required by law.  In the event the Deposit on hand shall  not
be sufficient to pay said tax when the same shall become due from
time  to  time,  or  the prior payments shall be  less  than  the
current  estimated  monthly amounts, then  Lessee  shall  pay  to
Lessor  on demand any amount necessary to make up the deficiency.
The  excess  of any such Deposit shall be credited to  subsequent
payments to be made for such items.  If a default or an event  of
default shall occur under the terms of this Lease, Lessor may, at
its option, without being required so to do, apply any Deposit on
hand to cure such default, in such order and manner as Lessor may
elect.

ARTICLE  7. PROHIBITION ON ASSIGNMENTS AND SUBLETTING;  TAKE-BACK
            RIGHTS

     (A)  Except as otherwise expressly provided in this Article,
Lessee shall not, without obtaining the prior written consent  of
Lessor, in each instance:

                    1.   assign or otherwise transfer this Lease,
               or  any  part of Lessee's right, title or interest
               therein, except in the event the Lease is assigned
               by Tumbleweed to its successor entity in the event
               of  either  an Initial Public Offering  or  Direct
               Public Offering of Lessee; or

                     2.    sublet  all or any part of the  Leased
               Premises  or allow all or any part of  the  Leased
               Premises  to  be  used or occupied  by  any  other
               Persons  (herein  defined as a  Party  other  than
               Lessee,  be  it  a corporation, a partnership,  an
               individual or other entity); or

                     3.    mortgage, pledge or otherwise encumber
               this Lease, or the Leased Premises.

     (B)  For the purposes of this Article:

                     1.    the transfer of voting control of  any
               class of capital stock of any corporate Lessee  or
               sublessee, or the transfer voting control  of  the
               total  interest  in any other person  which  is  a
               Lessee or sublessee, however accomplished, whether
               in  a single transaction or in a series of related
               or  unrelated  transactions, shall  be  deemed  an
               assignment of this Lease, or of such sublease,  as
               the case may be;

                     2.    an  agreement  by  any  other  Person,
               directly   or   indirectly,  to  assume   Lessee's
               obligations  under this Lease shall be  deemed  an
               assignment;

                     3.    any  Person to whom Lessee's  interest
               under  this Lease passes by operation of  law,  or
               otherwise,  shall  be bound by the  provisions  of
               this Article;

                    4.   each material modification, amendment or
               extension  or  any  sublease to which  Lessor  has
               previously  consented  shall  be  deemed   a   new
               sublease; and

      Lessee agrees to furnish to Lessor within five (5) business
days following demand at any time such information and assurances
as  Lessor  may reasonably request that neither Lessee,  nor  any
previously  permitted  sublessee or assignee,  has  violated  the
provisions of this Article.

      (C)  If Lessee agrees to assign this Lease or to sublet all
or any portion of the Leased Premises, Lessee shall, prior to the
effective date thereof (the "Effective Date"), deliver to  Lessor
executed  counterparts of any such agreement and of all ancillary
agreements   with   the  proposed  assignee  or   sublessee,   as
applicable.   If  Lessee  shall fail to do  so,  and  shall  have
surrendered possession of the Leased Premises in violation of its
duty  of prior notice and failed to obtain Lessor's prior consent
(if and where required herein), and, if in such event, Lessor  in
its  sole  discretion  (except as otherwise specifically  limited
herein)  shall not consent to a proposed sublease or  assignment,
Lessor  shall then have all of the following rights (in  addition
to  any  rights Lessor may possess occasioned by Lessee's default
hereunder), any of which Lessor may exercise by written notice to
Lessee  given  within thirty (30) days after Lessor receives  the
aforementioned documents:

                    1.   with respect to a proposed assignment of
               this  Lease, the right to terminate this Lease  on
               the  Effective  Date as if it were the  Expiration
               Date of this Lease;

                    2.   with respect to a proposed subletting of
               the entire Leased Premises, the right to terminate
               this Lease on the Effective Date as if it were the
               Expiration Date; or

                    3.   with respect to a proposed subletting of
               less than the entire Leased Premises, the right to
               terminate  this  Lease as to the  portion  of  the
               Leased Premises affected by such subletting on the
               Effective Date, as if it were the Expiration Date,
               in  which  case Lessee shall promptly execute  and
               deliver  to Lessor an appropriate modification  of
               this  Lease in form satisfactory to Lessor in  all
               respects.

                    4.   with respect to a proposed subletting or
               proposed  assignment of this  Lease,  impose  such
               conditions  upon Lessor's consent as Lessor  shall
               determine in its sole discretion.

      (D)   If  Lessor exercises any of its options under Article
7(C)  above,  (and  if  Lessor shall impose conditions  upon  its
consent  and Lessee shall fail to meet any conditions Lessor  may
impose  upon  its  consent), Lessor may  then  lease  the  Leased
Premises or any portion thereof to Lessee's proposed assignee  or
sublessee,  as  the case may be, without liability whatsoever  to
Lessee.

      (E)  Notwithstanding anything above to the contrary, Lessor
agrees  to  consent  to any assignment or  sublease  all  or  any
portion  of  the  Lessee's interests herein to  a  franchisee  or
licensee  in good standing of Tumbleweed, LLC, for the Tumbleweed
restaurant concept, provided Lessor is given prior written notice
of  such  sublease or assignment, accompanied by a copy  of  such
sublease or assignment, and the consents of Lessee (such  consent
to  be  in  form  and substance satisfactory to Lessor)  to  such
assignment   or  sublet,  affirming  their  continued   liability
hereunder.

      Lessor  agrees  that  its consent  to  any  other  proposed
assignment  or  sublet  shall  not be  unreasonably  withheld  or
delayed,  provided Lessor is given prior written notice  of  such
sublease or assignment, accompanied by a copy of such sublease or
assignment,  and the consents of Lessee (such consent  to  be  in
form and substance satisfactory to Lessor) to such assignment  or
sublet, affirming their continued liability hereunder.

      (F)   Notwithstanding anything above to the  contrary,  the
Lessee's interest herein shall not be assignable in any manner in
accordance with the terms hereof unless and until the termination
of the Development Financing Agreement as set forth in Article 35
hereof.

ARTICLE 8.  REPAIRS AND MAINTENANCE

      (A)   Lessee  covenants and agrees to keep and maintain  in
good order, condition and repair the interior and exterior of the
Leased  Premises  during the term of the Lease,  or  any  renewal
terms,  and  further  agrees  that  Lessor  shall  be  under   no
obligation to make any repairs or perform any maintenance to  the
Leased  Premises.  Lessee covenants and agrees that it  shall  be
responsible  for  all  repairs,  alterations,  replacements,   or
maintenance of, including but without limitation to or  of:   The
interior  and  exterior portions of all doors;  door  checks  and
operators;  windows;  plate  glass; plumbing;  water  and  sewage
facilities;  fixtures;  electrical  equipment;  interior   walls;
ceilings;  signs;  roof; structure; interior building  appliances
and  similar  equipment; heating and air conditioning  equipment;
and any equipment owned by Lessor and leased to Lessee hereunder,
as   itemized  on  Exhibit  B  attached  hereto  (if   any)   and
incorporated herein by reference; and further agrees  to  replace
any  of said equipment when necessary.  Lessee further agrees  to
be  responsible  for,  at  its own expense,  snow  removal,  lawn
maintenance,   landscaping,  maintenance  of  the   parking   lot
(including  parking lines, seal coating, and blacktop surfacing),
and other similar items.

      (B)   If Lessee refuses or neglects to commence or complete
repairs  promptly and adequately, after prior written  notice  as
required  under  Article 16(B) (except in cases of  emergency  to
prevent waste or preserve the safety and integrity of the  Leased
Premises,  in  which  case no notice need be given),  Lessor  may
cause  such repairs to be made, but shall not be required  to  do
so,  and Lessee shall pay the cost thereof to Lessor within  five
(5) business days following demand.  It is understood that Lessee
shall pay all expenses and maintenance and repair during the term
of  this  Lease.   If  Lessee is not then in  default  hereunder,
Lessee  shall have the right to make repairs and improvements  to
the Leased Premises without the consent of Lessor if such repairs
and   improvements   do   not  exceed  Fifty   Thousand   Dollars
($50,000.00), provided such repairs or improvements do not affect
the structural integrity of the Leased Premises.  Any repairs  or
improvements in excess of Fifty Thousand Dollars ($50,000.00)  or
affecting the structural integrity of the Leased Premises may  be
done  only with the prior written consent of Lessor, such consent
not  to be unreasonably withheld or delayed.  All alterations and
additions to the Leased Premises shall be made in accordance with
all  applicable laws and shall remain for the benefit of  Lessor,
except  for  Lessee's moveable trade fixtures.  In the  event  of
making such alterations as herein provided, Lessee further agrees
to  indemnify  and save harmless Lessor from all expense,  liens,
claims  or  damages to either persons or property or  the  Leased
Premises which may arise out of or result from the undertaking or
making  of  said repairs, improvements, alterations or additions,
or   Lessee's   failure  to  make  said  repairs,   improvements,
alterations or additions.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

      Lessee  will  comply with all statutes, ordinances,  rules,
orders, regulations and requirements of all federal, state,  city
and   local   governments,  and  with  all  rules,   orders   and
regulations  of  the applicable Board of Fire Underwriters  which
affect the use of the improvements.  Lessee will comply with  all
easements,  restrictions,  and covenants  of  record  against  or
affecting  the  Leased  Premises and  any  franchise  or  license
agreements  required  for operation of  the  Leased  Premises  in
accordance with Article 14 hereof.

ARTICLE 10.  SIGNS

      Lessee shall have the right to install and maintain a  sign
or  signs advertising Lessee's business, provided that the  signs
conform  to  law,  and further provided that the  sign  or  signs
conform   specifically  to  the  written  requirements   of   the
appropriate governmental authorities.

ARTICLE 11.  SUBORDINATION

      (A)  Lessor reserves the right and privilege to subject and
subordinate  this Lease at all times to the lien of any  mortgage
or  mortgages now or hereafter placed upon Lessor's  interest  in
the  Leased Premises and on the land and buildings of which  said
premises are a part, or upon any buildings hereafter placed  upon
the  land of which the Leased Premises are a part, provided  such
mortgagee   shall   execute  its  standard   form,   commercially
reasonable    subordination,   attornment   and   non-disturbance
agreement.   Lessor  also  reserves the right  and  privilege  to
subject  and subordinate this Lease at all times to any  and  all
advances  to  be  made under such mortgages,  and  all  renewals,
modifications,   extensions,  consolidations,  and   replacements
thereof, provided such mortgagee shall execute its standard form,
commercially  reasonable  subordination,  attornment   and   non-
disturbance agreement.

      (B)   Lessee  covenants and agrees to execute and  deliver,
upon demand, such further instrument or instruments subordinating
this  Lease  on  the  foregoing basis to the  lien  of  any  such
mortgage  or  mortgages as shall be desired  by  Lessor  and  any
proposed   mortgagee  or  proposed  mortgagees,   provided   such
mortgagee   shall   execute  its  standard   form,   commercially
reasonable    subordination,   attornment   and   non-disturbance
agreement.

ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

      (A)   If the whole of the Leased Premises are taken by  any
public authority under the power of eminent domain, or by private
purchase  in  lieu  thereof, then this Lease shall  automatically
terminate upon the date possession is surrendered, and Rent shall
be paid up to that day.  If any part of the Leased Premises shall
be  so  taken  as  to  render  the remainder  thereof  materially
unusable  in  the  opinion of a licensed third  party  arbitrator
reasonably  approved by Lessor and Lessee, for the  purposes  for
which  the  Leased Premises were leased, then Lessor  and  Lessee
shall each have the right to terminate this Lease on thirty  (30)
days notice to the other given within ninety (90) days after  the
date  of  such  taking.   In the event  that  this  Lease   shall
terminate  or be terminated, the Rent shall, if and as necessary,
be paid up to the day that possession was surrendered.

      (B)   If any part of the Leased Premises shall be so  taken
such  that it does not materially interfere with the business  of
Lessee,  then  Lessee  shall, with the use  of  the  condemnation
proceeds  to  be  made  available by  Lessor,  but  otherwise  at
Lessee's  own cost and expense, restore the remaining portion  of
the  Leased  Premises  to  the  extent  necessary  to  render  it
reasonably  suitable for the purposes for which  it  was  leased.
Lessee shall make all repairs to the building in which the Leased
Premises  is  located to the extent necessary to  constitute  the
building a complete architectural unit.  Provided, however,  that
such  work shall not exceed the scope of the work required to  be
done  by  Lessee in originally constructing such building  unless
Lessee shall demonstrate to Lessor's reasonable satisfaction  the
availability of funds to complete such work.  Provided,  further,
the  cost thereof to Lessor shall not exceed the proceeds of  its
condemnation  award, all to be done without  any  adjustments  in
Rent to be paid by Lessee.  This lease shall be deemed amended to
reflect  the  taking  in  the  legal description  of  the  Leased
Premises.

      (C)   All  compensation awarded or paid upon such total  or
partial taking of the Leased Premises shall belong to and be  the
property  of Lessor without any participation by Lessee,  whether
such  damages shall be awarded as compensation for diminution  in
value  to  the  leasehold or to the  fee of the  premises  herein
leased.   Nothing contained herein shall be construed to preclude
Lessee from prosecuting any claim directly against the condemning
authority  in such proceedings for:  Loss of business; damage  to
or loss of value or cost of removal of inventory, trade fixtures,
furniture,  and  other  personal property  belonging  to  Lessee;
provided, however, that no such claim shall diminish or otherwise
adversely  affect  Lessor's  award  or  the  award  of  any   fee
mortgagee.

ARTICLE 13.  RIGHT TO INSPECT

     Lessor reserves the right to enter upon, inspect and examine
the  Leased  Premises  at any time during business  hours,  after
reasonable  notice to Lessee, and Lessee agrees to  allow  Lessor
free  access  to the Leased Premises to show the premises.   Upon
default by Lessee or at any time within ninety (90) days  of  the
expiration  or termination of the Lease, Lessee agrees  to  allow
Lessor to then place "For Sale" or "For Rent" signs on the Leased
Premises.  Lessor and Lessor's representatives shall at all times
while  upon or about the Leased Premises observe and comply  with
Lessee's   reasonable  health  and  safety  rules,   regulations,
policies  and  procedures.  Lessor agrees to indemnify  and  hold
Lessee,  its successors, assigns, agents and employees  from  and
against  any  liability, claims, demands, cause of action,  suits
and  other  litigation or judgements of every kind and character,
including  injury  to  or  death of any  person  or  persons,  or
trespass  to,  or  damage  to, or loss  or  destruction  of,  any
property, whether real or personal, to the extent resulting  from
the  negligence  or  willful misconduct  or  Lessor  or  Lessor's
representatives while upon or about the Leased Premises.

ARTICLE 14.  EXCLUSIVE USE

      (A)  After the Occupancy Date, Lessee expressly agrees  and
warrants that the Leased Premises will be used exclusively  as  a
Tumbleweed Restaurant or other casual dining sit-down restaurant.
In  any  other such case, after obtaining Lessor's prior  written
consent, such consent not to be unreasonably withheld or delayed,
Lessee  may conduct any lawful business from the Leased Premises.
Lessee  acknowledges and agrees that any other  use  without  the
prior  written consent of Lessor will constitute a default  under
and  a  violation and breach of this Lease.  Lessee  agrees:   To
open  for  business  within a reasonable  period  of  time  after
completion  of construction of the contemplated Improvements;  to
operate  all  of the Leased Premises during the Term  or  Renewal
Terms  during regular and customary hours for businesses  similar
to  the  permitted exclusive use stated herein, unless  prevented
from  doing  so  by  causes beyond Lessee's  control  or  due  to
remodeling;  and  to conduct its business in a  professional  and
reputable manner.

     (B)  If the Leased Premises are not operated as a Tumbleweed
Restaurant  or other casual dining sit-down restaurant  or  other
permitted  use  hereunder,  or  remain  closed  for  thirty  (30)
consecutive days (unless such closure results from reasons beyond
Lessee's reasonable control) and in the event Lessee fails to pay
Rent  when  due  or fulfill any other obligation hereunder,  then
Lessee  shall  be  in default hereunder and Lessor  may,  at  its
option,  cancel this Lease by giving written notice to Lessee  or
exercise  any  other  right  or  remedy  that  Lessor  may  have;
provided,  however,  that closings shall be reasonably  permitted
for  replacement  of trade fixtures or during periods  of  repair
after destruction or due to remodeling.

ARTICLE 15.  DESTRUCTION OF PREMISES

      If, during the term of this Lease, the Leased Premises  are
totally or partially destroyed by fire or other elements,  within
a reasonable time (but in no event longer than one hundred eighty
(180)  days  and subject to the provisions herein below),  Lessee
shall repair and restore the improvements so damaged or destroyed
as  nearly  as  may  be practical to their condition  immediately
prior  to  such casualty.  All rents payable by Lessee  shall  be
abated  during the period of repair and restoration to the extent
that Lessor shall be compensated by the proceeds of the rent loss
insurance required to be maintained by Lessee hereunder.

      Provided  Lessee is not in default hereunder  (and  retains
according  to  the  terms hereof the right to rebuild)  with  the
Lessor's  prior  written  consent, which  consent  shall  not  be
unreasonably withheld or delayed, Lessee shall have the right  to
promptly and in good faith settle and adjust any claim under such
insurance policies with the insurance company or companies on the
amounts  to be paid upon the loss.  The insurance proceeds  shall
be  used  to  reimburse  Lessee for the  cost  of  rebuilding  or
restoration  of  the  Leased Premises.  Risk that  the  insurance
company  shall  be  insolvent or shall refuse to  make  insurance
proceeds  available  shall be with Lessee.  The  Leased  Premises
shall  be  so  restored or rebuilt so as to be of at least  equal
value  and  substantially the same character  as  prior  to  such
damage  or destruction.  If the insurance proceeds are less  than
Fifty  Thousand Dollars ($50,000), they shall be paid  to  Lessee
for  such repair and restoration.  If the insurance proceeds  are
greater  than or equal to Fifty Thousand Dollars ($50,000),  they
shall  be  deposited  by  Lessee  and  Lessor  into  a  customary
construction  escrow at a nationally recognized  title  insurance
company,  or  at  Lessee's option, with Lessor  ("Escrowee")  and
shall  be  made  available from time to time to Lessee  for  such
repair  and  restoration.  Such proceeds shall  be  disbursed  in
conformity  with  the  terms  and conditions  of  a  commercially
reasonable construction loan agreement.  Lessee shall, in  either
instance,  deliver to Lessor or Escrowee (as  the  case  may  be)
satisfactory  evidence  of  the  estimated  cost  of   completion
together  with  such architect's certificates, waivers  of  lien,
contractor's sworn statements and other evidence of cost  and  of
payments  as  the Lessor or Escrowee may reasonably  require  and
approve.   If the estimated cost of the work exceeds One  Hundred
Thousand  Dollars  ($100,000), all plans and  specifications  for
such rebuilding or restoration shall be subject to the reasonable
approval of Lessor.

      Any  insurance proceeds remaining with Escrowee  after  the
completion of the repair or restoration shall be paid  to  Lessor
to  reduce  the sum of monies expended by Lessor to  acquire  its
interest  in  the  Lease  Premises and rent  hereunder  shall  be
reduced by 10.25% of such amount.

      If  the proceeds from the insurance are insufficient, after
review of the bids for completion of such improvements, or should
become insufficient during the course of construction, to pay for
the  total cost of repair or restoration, Lessee shall, prior  to
commencement  of  work,  demonstrate  to  Escrowee  and  Lessor's
reasonable satisfaction, the availability of such funds necessary
to completion construction and Lessee shall deposit the same with
Escrowee   for   disbursement  under  the   construction   escrow
agreement.

      Provided,  further,  that should  the  Leased  Premises  be
damaged or destroyed to the extent of fifty (50%) percent of  its
value  or  such that Lessee cannot carry on business as a  casual
dining  restaurant without (in the opinion of  a  licensed  third
party  architect reasonably approved by Lessor and Lessee)  being
closed  for more than sixty (60) days (which duration of  closure
may  be  established by Lessee by the affidavit of  the  approved
independent  third  party architect as to the estimated  time  of
repair)  during the last two (2) years of the remaining  term  of
this  Lease  or  any of the option terms of this  Lease,  if  any
further options to renew remain, Lessee may elect within 30  days
of such damage, to then exercise at least one (1) option to renew
this  Lease so that the remaining term of the Lease is  not  less
than  five  (5)  years in order to be entitled to such  insurance
proceeds  for  restoration or rebuilding.  Absent such  election,
this  Lease  shall terminate upon Lessor's receipt  of  funds  at
least equal to the estimated cost of such repair or restoration.

ARTICLE 16.  ACTS OF DEFAULT

      Each  of the following shall be deemed a default by  Lessee
and a breach of this Lease:

                     (A)  Failure to pay the Rent or any monetary
               obligation  herein reserved, or any  part  thereof
               when  the same shall be due and payable.  Interest
               and  late charges for failure to pay Rent when due
               shall accrue from the first date such Rent was due
               and  payable; provided, however, Lessee shall have
               five  (5) business days after written notice  from
               Lessor within which to cure the failure to pay the
               Rent or any monetary obligation herein reserved.

                    (B)  Failure to do, observe, keep and perform
               any  of  the  other terms, covenants,  conditions,
               agreements  and  provisions in this  Lease  to  be
               done,  observed,  kept  and performed  by  Lessee;
               provided,  however, that Lessee shall have  Thirty
               (30)  days after written notice from Lessor within
               which to cure such default, or such longer time as
               may be reasonably necessary if such default cannot
               reasonably  be cured within Thirty (30)  days,  if
               Lessee  is diligently pursuing a course of conduct
               that in Lessor's reasonable opinion is capable  of
               curing  such default, but in any event such longer
               time  shall  not  exceed 120  days  after  written
               notice from Lessor of the default hereunder.

                     (C)   The  abandonment of  the  premises  by
               Lessee,  the adjudication of Lessee as a bankrupt,
               the  making by Lessee of a general assignment  for
               the benefit of creditors, the taking by Lessee  of
               the  benefit  of any insolvency act  or  law,  the
               appointment of a permanent receiver or trustee  in
               bankruptcy for Lessee property, or the appointment
               of  a temporary receiver which is not vacated   or
               set aside within sixty (60) days from the date  of
               such  appointment;  provided,  however,  that  the
               foregoing  shall not constitute events of  default
               so  long  as Lessee continues to otherwise satisfy
               its  obligations (including but not limited to the
               payment of Rent) hereunder.

ARTICLE 17.  TERMINATION FOR DEFAULT

      In  the event of any uncured default by Lessee and  at  any
time  thereafter, Lessor may serve a written notice  upon  Lessee
that  Lessor  elects to terminate this Lease.  This  Lease  shall
then  terminate on the date so specified as if that date had been
originally  fixed  as  the expiration date  of  the  term  herein
granted,  provided,  however, that Lessee shall  have  continuing
liability for future rents for the remainder of the original term
and  any  exercised  renewal term as set  forth  in  Article  19,
notwithstanding  any earlier termination of the  Lease  hereunder
(except  where  Lessee has exercised a right to  terminate  where
granted  herein),  preserving unto  Lessor  the  benefit  of  its
bargained-for rental payments.

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

      In  the  event  that  this Lease  shall  be  terminated  as
hereinbefore provided, or by summary proceedings or otherwise, or
in the event of an uncured default hereunder by Lessee, or in the
event  that the premises or any part thereof, shall be  abandoned
by  Lessee  and  Rent  shall  not be paid  or  other  obligations
(including but not limited to repair and maintenance obligations)
of  Lessee hereunder shall not be met, then Lessor or its agents,
servants  or  representatives, may immediately  or  at  any  time
thereafter, re-enter and resume possession of the premises or any
part  thereof,  and  remove all persons and  property  therefrom,
either  by summary dispossess proceedings or by a suitable action
or  proceeding  at  law, or by force or otherwise  without  being
liable  for  any  damages therefor, except for damages  resulting
from  Lessor's negligence or willful misconduct.  Notwithstanding
anything  above to the contrary, if Lessee is still in possession
of   the  Leased  Premises,  Lessor  agrees  to  use  such  legal
proceedings  (summary or otherwise) prescribed by law  to  regain
possession of the Leased Premises.

ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

      (A)   Should Lessor elect to re-enter as provided  in  this
Lease  or should it take possession pursuant to legal proceedings
or  pursuant  to  any notice provided for by  law,  Lessor  shall
undertake  commercially reasonable efforts to  mitigate  Lessee's
continuing  liability hereunder as such efforts may be prescribed
by  law  or  statute  (which  shall include  listing  the  Leased
Premises  with  a  licensed commercial  real  estate  broker  and
securing  the  property against waste, but  shall  not  otherwise
include  the  expenditure of Lessor's funds, unless the  same  be
required  by law or statute and cannot be waived as provided  for
herein),  and  in addition, Lessor may either (i) terminate  this
Lease  or (ii) it may from time to time, without terminating  the
contractual  obligation of Lessee to pay Rent under  this  Lease,
make  such alterations and repairs as may be necessary  to  relet
the  Leased Premises or any part thereof for the remainder of the
original  Term or any exercised Renewal Terms, at  such  Rent  or
Rents, and upon such other terms and conditions as Lessor in  its
sole  discretion  may  deem advisable.  Termination  of  Lessee's
right  to  possession by Court Order shall be sufficient evidence
of  the  termination  of Lessee's possessory  rights  under  this
Lease,  and  the filing of such an Order shall be notice  of  the
termination  of  Lessee's renewal rights  as  set  forth  in  any
Memorandum of Lease of record.

      (B)   Upon each such reletting, without termination of  the
contractual  obligation of Lessee to pay Rent under  this  Lease,
all Rents received by Lessor shall be applied as follows:

                      1.     First,   to  the  payment   of   any
               indebtedness  other than Rent due  hereunder  from
               Lessee to Lessor;

                     2.   Second, to the payment of any costs and
               expenses  of  such reletting, including  brokerage
               fees  and  attorney's fees and of  costs  of  such
               alterations and repairs;

                     3.   Third, to the payment of Rent and other
               monetary obligations due and unpaid hereunder;

                     4.   Finally, the residue, if any, shall  be
               held  by  Lessor and applied in payment of  future
               Rent  as  the  same  may become  due  and  payable
               hereunder.

If  such Rents received from such reletting during any month  are
less  than that to be paid during that month by Lessee hereunder,
Lessee  shall pay any such deficiency to Lessor.  Such deficiency
shall be calculated and paid monthly.  No such re-entry or taking
possession  of such Leased Premises by Lessor shall be  construed
as  an  election  on  its part to terminate Lessee's  contractual
obligations under this Lease respecting the payment of  rent  and
obligations  for  the  costs of repair and maintenance  unless  a
written notice of such intention be given to Lessee.

     (C)  Notwithstanding any such reletting without termination,
Lessor  may at any time thereafter elect to terminate this  Lease
for any uncured breach.

      (D)  In addition to any other remedies Lessor may have with
this  Article 19, Lessor may recover from Lessee all  damages  it
may  incur by reason of any uncured breach, including:  The  cost
of  recovering  and  reletting  the Leased  Premises;  reasonable
attorney's fees; and, the present value (discounted at a rate  of
8%  per  annum) of the excess of the amount of Rent  and  charges
equivalent  to Rent reserved in this Lease for the  remainder  of
the  Term  over  the  then reasonable Rent value  of  the  Leased
Premises  (or the actual Rents receivable by Lessor,  if  relet),
(the Lessee bearing the burden of proof to demonstrate the amount
of  rental  loss  for  the same period, that  through  reasonable
efforts  to  mitigate damages, could have been avoided)  for  the
remainder  of the Term, all of which amounts shall be immediately
due and payable from Lessee to Lessor in full.  In the event that
the  Rent obtained from such alternative or substitute tenant  is
more  than  the Rent which Lessee is obligated to pay under  this
Lease,  then  such excess shall be paid to Lessor  provided  that
Lessor   shall   credit  such  excess  against  the   outstanding
obligations of Lessee due pursuant hereto, if any.

      (E)   It is the object and purpose of this Article 19  that
Lessor  shall be kept whole and shall suffer no damage by way  of
non-payment  of  Rent or by way of diminution  in  Rent.   Lessee
waives  and will waive all rights to trial by jury in any summary
proceedings or in any action brought to recover Rent herein which
may  hereafter be instituted by Lessor against Lessee in  respect
to  the Leased Premises.  Lessee hereby waives any rights of  re-
entry it may have or any rights of redemption or rights to redeem
this Lease upon a termination of this Lease.

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

     (A)  All building fixtures, building machinery, and building
equipment  used in connection with the operation  of  the  Leased
Premises  including,  but  not limited  to,  heating,  electrical
wiring,      lighting,     ventilating,     plumbing,     walk-in
refrigerators/coolers,   walk-in   freezers,   air   conditioning
systems,  and the equipment owned by Lessor and leased to  Lessee
hereunder as specifically set forth on Exhibit B attached hereto,
if  any,  and  incorporated  herein by  reference  shall  be  the
property  of  Lessor.   All other trade fixtures  and  all  other
articles  of personal property owned by Lessee shall  remain  the
property of Lessee.

     (B)  Lessee shall furnish and pay for any and all equipment,
furniture, trade fixtures, and signs, except for such  items,  if
any,  described  in  Article 20(A) above,  as  owned  by  Lessor.
Lessee  agrees  that  Lessor shall have a lien  on  all  Lessee's
equipment, furniture, trade fixtures, furnishings, and  signs  as
security  for the performance of and compliance with this  Lease,
subject  to  the  rights of any bona fide third party's  security
interest  in  such property.  Provided Lessee is not  in  default
hereunder,  Lessor will agree that its interest in  the  personal
property  of Lessee will be subordinated to financing  which  may
exist  or which Lessee may cause to exist in the future  on  that
same personal property.

      (C)   At  the  end of the term of this Lease, the  property
described at Article 20(B) above, after written notice to  Lessor
given  at  least  ten (10) business days prior  to  any  proposed
removal,  may  be  removed  from the Leased  Premises  by  Lessee
regardless  of  whether or not such property is attached  to  the
Leased  Premises  so  as  to constitute a  "fixture"  within  the
meaning  of  the  law; however, all damages and  repairs  to  the
Leased  Premises  which  may be caused by  the  removal  of  such
property shall be paid for by Lessee.

ARTICLE 21.  LIENS

     Lessee shall not do or cause anything to be done whereby the
Leased  Premises  may  be encumbered by any mechanic's  or  other
liens.  Whenever and as often as any mechanic's or  other lien is
filed against said Leased Premises purporting to be for labor  or
materials  furnished or to be furnished to Lessee,  Lessee  shall
remove  the lien of record by payment or by bonding with a surety
company  authorized  to do business in the  state  in  which  the
property is located, within forty-five (45) days from the date of
the  filing  of  said mechanic's or other lien  and  delivery  of
notice  thereof  to  Lessee.  Should  Lessee  fail  to  take  the
foregoing steps within said forty-five (45) day period (or in any
event,  prior  to the expiration of the time within which  Lessee
may  bond  over such lien to remove it as a lien upon the  Leased
Premises),  Lessor shall have the right, among other  things,  to
pay  said  lien without inquiring into the validity thereof,  and
Lessee  shall  forthwith reimburse Lessor for the  total  expense
incurred  by  it  in  discharging said lien  as  additional  Rent
hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

     No agreement to accept a surrender of the Leased Premises or
termination of this Lease shall be valid unless in writing signed
by  Lessor.   The delivery of keys to any employee of  Lessor  or
Lessor's agents shall not operate as a termination of the   Lease
or  a  surrender of the premises.  The failure of Lessor to  seek
redress  for  violation  of  any rule or  regulation,  shall  not
prevent a subsequent act, which would have originally constituted
a  violation, from having all the force and effect of an original
violation.  Neither payment by Lessee or receipt by Lessor  of  a
lesser amount than the Rent herein stipulated shall be deemed  to
be  other  than on account of the earliest stipulated Rent.   Nor
shall  any  endorsement or statement on any check nor any  letter
accompanying any check or payment as Rent be deemed an accord and
satisfaction.   Lessor may accept such check or  payment  without
prejudice  to Lessor's right to recover the balance of such  Rent
or  pursue  any other remedy provided in this Lease.  This  Lease
contains  the  entire  agreement between  the  parties,  and  any
executory agreement hereafter made shall be ineffective to change
it,  modify it or discharge it, in whole or in part, unless  such
executory agreement is in writing and signed by the party against
whom  enforcement  of the change, modification  or  discharge  is
sought.

ARTICLE 23.  QUIET ENJOYMENT

     Lessor covenants that Lessee, upon paying the Rent set forth
in  Article 4 and all other sums herein reserved as Rent and upon
the  due performance of all the terms, covenants, conditions  and
agreements  herein  contained on Lessee's part  to  be  kept  and
performed,  shall have, hold and enjoy the Leased  Premises  free
from  molestation, eviction, or disturbance by Lessor, or by  any
other  person  or persons lawfully  claiming the same,  and  that
Lessor  has  good  right to  make this Lease for  the  full  term
granted, including renewal periods.

ARTICLE 24.  BREACH - PAYMENT OF COSTS AND ATTORNEYS' FEES

     Each party agrees to pay and discharge all reasonable costs,
and  actual  attorneys'  fees,  including  but  not  limited   to
attorney's fees incurred at the trial level and in any  appellate
or  bankruptcy proceeding, and expenses that shall be incurred by
the  prevailing party in enforcing the covenants, conditions  and
terms  of  this  Lease or defending against  an  alleged  breach,
including  the  costs of reletting.  Such costs, attorneys  fees,
and expenses if incurred by Lessor shall be considered as Rent as
due  and  owing  in  addition to any Rent defined  in  Article  4
hereof.

ARTICLE 25.  ESTOPPEL CERTIFICATES

      Either party to this Lease will, at any time, upon not less
than  ten  (10) business days prior request by the  other  party,
execute,  acknowledge  and  deliver to  the  requesting  party  a
statement  in writing, executed by an executive officer  of  such
party,  certifying  that:  (a) this Lease is  unmodified  (or  if
modified then disclosure of such modification shall be made); (b)
this Lease is in full force and effect; (c) the date to which the
Rent  and  other charges have been paid; and (d) to the knowledge
of  the signer of such certificate that the other party is not in
default  in  the  performance  of  any  covenant,  agreement   or
condition  contained in this Lease, or if a default  does  exist,
specifying  each  such  default of  which  the  signer  may  have
knowledge.   It  is  intended that any such  statement  delivered
pursuant  to  this Article may be relied upon by any  prospective
purchaser or mortgagee of the Leased Premises or any assignee  of
such mortgagee or a purchaser of the leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

      During  the term of this Lease, Lessee will, within  ninety
(90)  days after the end of Lessee's fiscal year, furnish  Lessor
with  Lessee's  financial  statements  (in  SEC  Form  10-K,   if
available).   The financial statements shall be audited,  at  the
Lessee's   expense,   by  a  nationally  recognized   independent
certified public accounting firm reasonably acceptable to  Lessor
and  shall  be  prepared  in conformity with  generally  accepted
accounting  principles (GAAP).  Lessee shall also provide  Lessor
with  financial statements for the Leased Premises within 90 days
after  the end of each Lease Year.  The financial statements  for
the  Leased Premises do not need to be prepared by an independent
certified public accountant, but shall be certified as  true  and
correct  by  the  chief  financial officer  or  other  authorized
officer  of Lessee.  Additionally, during the term of the  Lease,
Lessee  will  within forty-five (45) days from the  end  of  each
quarter  of  each  fiscal  year,  furnish  Lessor  with  Lessee's
financial statements (in SEC Form 10-Q if available)and financial
statements of the Leased Premises for such quarter.  Lessor shall
have  the  right  to  require such financial statements  for  the
Lessee  and  the  Leased Premises on a monthly  basis  after  the
occurrence of a default in any Lease Year.  Provided, however, if
Lessee  shall not commit a default for twelve consecutive months,
Lessor's right to require such monthly financial statements shall
terminate until Lessee shall again commit a default in any  given
Lease  Year.  Said quarterly (or monthly, if required by  Lessor)
financial statements do not need to be prepared by an independent
certified public accountant, but shall be certified as  true  and
correct  by  the  chief  financial officer  or  other  authorized
officer  of  Lessee.  The financial statements shall  conform  to
GAAP,  and  include  a  balance sheet and related  statements  of
operations,  statement  of cash flows, statement  of  changes  in
shareholder's equity, and related notes to financial  statements,
if any.

ARTICLE 27.  MORTGAGE

     Lessee does hereby agree to make reasonable modifications of
this  Lease  requested by any Mortgagee of record  from  time  to
time, provided such modifications are not substantial and do  not
increase  any  of the Rents or obligations of Lessee  under  this
Lease  or  substantially modify any of the business  elements  of
this Lease.

ARTICLE 28.  OPTION TO RENEW

      If  this Lease is not previously canceled or terminated and
if  Lessee has materially complied with and performed all of  the
covenants  and  conditions in this Lease  after  applicable  cure
periods  and is not currently in default, then Lessee shall  have
the  option  to  renew  this Lease upon the same  conditions  and
covenants  contained  in  this Lease  for  Two   (2)  consecutive
periods of Five (5) years each (singularly "Renewal Term").  Rent
during  the  Renewal Term shall increase each Lease Year  by  the
lesser  of Two Percent (2%) of the Rent payable for the preceding
Lease  Year,  or  the CPI-U Percentage Increase,  as  defined  in
Article 4 hereof.

      The  first Renewal Term will commence on the day  following
the  date the original Term expires and successive Renewal  Terms
would  commence  on the day following the last day  of  the  then
expiring  Renewal Term.  Except as otherwise provided in  Article
15  hereof, Lessee must give ninety (90) days written  notice  to
Lessor  of  its  intent  to exercise this  option  prior  to  the
expiration  of  the original Term of this Lease  or  any  Renewal
Term, as the case may be.

ARTICLE 29.  MISCELLANEOUS PROVISIONS

      (A)  All written notices shall be given to Lessor or Lessee
by  certified  mail  or  nationally  recognized  overnight  mail.
Notices  to  either party shall be addressed to  the  person  and
address  given on the first page hereof.  Lessor and Lessee  may,
from time to time, change these addresses by notifying each other
of  this change in writing.  Notices of overdue Rent may be  sent
to  Lessee by regular, special delivery, or nationally recognized
overnight mail.

      (B)   The terms, conditions and covenants contained in this
Lease  and  any riders and plans attached hereto shall  bind  and
inure  to  the benefit of Lessor and Lessee and their  respective
successors, heirs, legal representatives, and assigns.

     (C)  This Lease shall be governed by and construed under the
laws of the State where the Leased Premises are situate.

      (D)  In the event that any provision of this Lease shall be
held  invalid or unenforceable, no other provisions of this Lease
shall  be  affected by such holding, and all  of   the  remaining
provisions of this Lease shall continue in  full force and effect
pursuant to the terms hereof.

      (E)  The Article captions are inserted only for convenience
and  reference,  and  are not intended, in any  way,  to  define,
limit, describe the scope, intent, and language of this Lease  or
its provisions.

      (F)   In  the  event  Lessee remains in possession  of  the
premises  herein leased after the expiration of  this  Lease  and
without the execution of a new lease and without Lessor's written
permission, Lessee shall be deemed to be occupying said  premises
as  a  tenant from month-to-month, subject to all the conditions,
provisions, and obligations of this Lease insofar as the same can
be applicable to a month-to-month tenancy except that the monthly
installment of Rent shall be One Hundred Fifty percent (150%) the
amount due on the last month prior to such expiration.

      (G)   If any installment of Rent (whether lump sum, monthly
installments,  or  any other monetary amounts  required  by  this
Lease  to  be  paid  by  Lessee and  deemed  to  constitute  Rent
hereunder)  shall  not be paid when due, or non-monetary  default
shall remain uncured after the expiration of any applicable  cure
period,  Lessor  shall  have the right to charge  Lessee  a  late
charge  of  $250.00 per month for each month that any  amount  of
Rent installment remains unpaid or non-monetary default shall  go
uncured  after the first such occurrence in any 12 month  period.
Said late charge shall commence after such installment is due  or
non-monetary  default goes uncured after the  expiration  of  any
applicable  cure  period  and continue  until  said  installment,
interest  and all accrued late charges are paid in full  or  such
non-monetary default is cured.

      (H)   Any  part of the Leased Premises may be  conveyed  by
Lessor  for private or public non-exclusive easement purposes  at
any  time,  provided  such easement does not interfere  with  the
access  to the Leased Premises, visibility, or operations of  the
business of Lessee.  In such event Lessor shall, at its own  cost
and expense, restore the remaining portion of the Leased Premises
to  the extent necessary to render it reasonably suitable for the
purposes  for  which  it  was leased,  all  to  be  done  without
adjustments in Rent to be paid by Lessee.  All proceeds from  any
conveyance of an easement shall belong solely to Lessor.

     (I)  For the purpose of this Lease, the term "Rent" shall be
defined  as Rent under Article 4, and any other monetary  amounts
required by this Lease to be paid by Lessee.

      (J)  Lessee agrees to cooperate with Lessor to allow Lessor
to  obtain and use at Lessor's expense promotional photographs of
the   Leased  Premises,  to  the  extent  permitted  by  Lessee's
franchisor or licensor.

ARTICLE 30.  REMEDIES

      NON-EXCLUSIVITY.  Notwithstanding anything contained herein
it  is  the   intent of the parties that the rights and  remedies
contained   herein  shall not be exclusive but  rather  shall  be
cumulative  along  with all of the rights  and  remedies  of  the
parties  which they may have at law or equity.  In the event of a
breach by Lessor, Lessee shall be entitled to all remedies at law
or equity, to be cumulatively enforced.

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

      Lessee  covenants, represents and warrants to  Lessor,  its
successors and assigns, (i) that it has not used or permitted and
will  not  use or permit the Leased Premises to be used,  whether
directly  or through contractors, agents or tenants, and  to  the
best  of Lessee's knowledge and except as disclosed to Lessor  in
writing,  the Leased Premises has not at any time been  used  for
the  generating,  transporting, treating,  storage,  manufacture,
emission  of,  or disposal of any dangerous, toxic  or  hazardous
pollutants,  chemicals, wastes or substances as  defined  in  the
Federal  Comprehensive  Environmental Response  Compensation  and
Liability   Act   of   1980  ("CERCLA"),  the  Federal   Resource
Conservation  and  Recovery Act of 1976 ("RCRA"),  or  any  other
federal,   state   or   local   environmental   laws,   statutes,
regulations, requirements and ordinances ("Hazardous Materials");
(ii)  that there have been no investigations or reports involving
Lessee,  or  the  Leased  Premises by any governmental  authority
which  in  any way pertain to Hazardous Materials (iii) that  the
operation  of  the Leased Premises has not violated  and  is  not
currently  violating any federal, state or local law, regulation,
ordinance or requirement governing Hazardous Materials; (iv) that
the   Leased  Premises  is  not  listed  in  the  United   States
Environmental  Protection Agency's National  Priorities  List  of
Hazardous  Waste  Sites  nor  any  other  list,  schedule,   log,
inventory  or  record of Hazardous Materials or  hazardous  waste
sites, whether maintained by the United States Government or  any
state or local agency; and (v) that the Leased Premises will  not
contain  any formaldehyde, urea or asbestos, except as  may  have
been  disclosed  in writing to Lessor by Lessee at  the  time  of
execution and delivery of this Lease.  Lessee agrees to indemnify
and reimburse Lessor, its successors and assigns, for:

     (a)  any breach of these representations and warranties, and

          (b)   any loss, damage, expense or cost arising out  of
          or  incurred by Lessor which is the result of a  breach
          of,  misstatement of or misrepresentation of the  above
          covenants, representations and warranties, and

          (c)  any and all liability of any kind whatsoever which
          Lessor  may, for any cause and at any time, sustain  or
          incur  by  reason of Hazardous Materials discovered  on
          the Leased Premises during the term hereof or placed or
          released on the Leased Premises by Lessee;

together  with  all  attorneys'  fees,  costs  and  disbursements
incurred  in  connection with the defense of any  action  against
Lessor    arising   out   of   the   above.    These   covenants,
representations   and  warranties  shall  be  deemed   continuing
covenants,  representations and warranties  for  the  benefit  of
Lessor,  and  any  successors and assigns  of  Lessor  and  shall
survive  expiration  or sooner termination of  this  Lease.   The
amount  of  all such indemnified loss, damage, expense  or  cost,
shall  bear interest thereon at the lesser of 15% or the  highest
rate of interest allowed by law and shall become immediately  due
and  payable  in  full on demand of Lessor,  its  successors  and
assigns.

ARTICLE 32.  ESCROWS

      Upon  a  default  by  Lessee which  is  uncured  after  the
expiration of any applicable notice and cure period, or upon  the
request of Lessor's Mortgagee, if any, Lessee shall deposit  with
Lessor on the first day of each and every month, an amount  equal
to  one-twelfth  (1/12th)  of the estimated  annual  real  estate
taxes,  assessments  and insurance (if the  insurance  is  to  be
purchased  by Lessor) ("Charges") due on the Leased Premises,  or
such  higher amounts reasonably determined by Lessor as necessary
to  accumulate such amounts to enable Lessor to pay  all  charges
due  and  owing at least thirty (30) days prior to the date  such
amounts  are  due  and payable.  From time to time  out  of  such
deposits  Lessor will, upon the presentation to Lessor by  Lessee
of  the  bills  therefor, pay the Charges or at Lessee's  option,
will  upon  presentation of receipted bills  therefor,  reimburse
Lessee  for  such  payments made by Lessee.   In  the  event  the
deposits  on  hand  shall not be sufficient to  pay  all  of  the
estimated  Charges when the same shall become due  from  time  to
time  or  the  prior  payments shall be less than  the  currently
estimated  monthly amounts, then Lessee shall pay  to  Lessor  on
demand  any  amount  necessary to make up  the  deficiency.   The
excess  of  any  such  deposits shall be credited  to  subsequent
payments to be made for such items.  If a default or an event  of
default shall occur under the terms of this Lease, Lessor may, at
its option, without being required so to do, apply any Deposit on
hand to cure the default, in such order and manner as Lessor  may
elect.




ARTICLE 33.  NET LEASE

     Notwithstanding anything contained herein to the contrary it
is  the intent of the parties hereto that this Lease shall  be  a
net  lease and that the Rent defined pursuant to Article 4 should
be  a  net  Rent  paid  to Lessor.  Any and  all  other  expenses
including  but  not  limited to, maintenance, repair,  insurance,
taxes, and assessments, shall be paid by Lessee.

ARTICLE 34.  DEVELOPMENT FINANCING AGREEMENT

      The parties hereto hereby acknowledge that the terms hereof
are  subject to and shall in the event of conflicts be controlled
by  that  certain Development Financing Agreement  of  even  date
herewith,  until such Agreement is terminated in accordance  with
its terms.

ARTICLE 35.  COUNTERPART EXECUTION

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

      IN  WITNESS  WHEREOF, Lessor and Lessee  have  respectively
signed and sealed this Lease  as of the day and year first  above
written.

                               LESSEE: Tumbleweed, LLC.
Witness
 /s/ Pamela Brown              By:  /s/ James Mulrooney
 Pamela Brown                  Its: Executive VP & CFO
Print Name

Witness
 /s/ Donna Edmonds
 Donna Edmonds
Print Name

Witness
/s/ Pamela Brown                By:  /s/ John Butorac
 Pamela Brown                   Its: President
Print Name

Witness
 /s/ Donna Edmonds
 Donna Edmonds
Print Name

STATE OF Kentucky                  )
                         )SS.
COUNTY OF Jefferson)

      The  foregoing instrument was acknowledged before  me  this
22nd  day of April, 1998, by James Mulrooney, as Executive  VP  &
CFO  of  Tumbleweed,  LLC. on behalf of  said  limited  liability
company.


                              /s/ Kara R Strotman
                                  Notary Public

                    [notary seal]



STATE OF Kentucky)
                         )SS.
COUNTY OF Jefferson)

      The  foregoing instrument was acknowledged before  me  this
22nd  day  of  April,  1998,  by John Butorac,  as  President  of
Tumbleweed, LLC. on behalf of said limited liability company.
     

                         /s/ Kara R Strotman
                              Notary Public

          [notary seal]


                      AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

                      By:  AEI Fund Management XVIII, Inc.

Witness
                      By:  Robert P. Johnson, President
Print Name


Witness


Print Name


STATE OF MINNESOTA  )
                                        )SS.
COUNTY OF RAMSEY    )

      The  foregoing instrument was acknowledged  before  me  the
day   of   May,  1998,   by                               ,   the
of  AEI  Fund  Management  XVIII, Inc., a Minnesota  corporation,
corporate  general partner of AEI Real Estate Fund XVIII  Limited
Partnership, on behalf of said limited partnership.


                              Notary Public







                                
                           EXHIBIT "J"


            MATERIALS PREVIOUSLY SUBMITTED BY LESSEE