DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as of  this
1st 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 of a source  of  energy  or
utility   service,   Act  of  God,  casualty,   adverse   weather
conditions, or any cause beyond the reasonable control of  Lessee
(except  due  to the payment of monies).  Provided,  however,  in
order to invoke the extension of the Completion Date afforded  by
this  section, Lessee shall notify Lessor in writing within  five
days  of  the occurrence of such force majeure, and in any  event
the  Completion  Date  shall be extended  as  a  result  of  such
occurrence no more than reasonably necessary and in no  event  no
more than 90 days.

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

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

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

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

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

                          ARTICLE XIV
                   MANDATORY PUT UPON DEFAULT

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

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

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

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

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

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




                           ARTICLE XV
          RENT, INTEREST, AND RENTAL MODIFICATION DATE

1. Rent shall be payable by Lessee and calculated as follows, on the
funds advanced by Lessor on the Closing Date for the purchase  of
the  land  and  related  closing costs  (the  "Initial  Disbursed
Funds"):  Rent shall accrue in the amount of $3,568.81 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
$4,303.56   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: /s/ Robert P Johnson
                Robert P. Johnson, President





                              EXHIBIT A


PARCEL I

SITUATED  IN  THE  STATE OF OHIO, COUNTY  OF  FRANKLIN,  CITY  OF
COLUMBUS, QUARTER TOWNSHIP 4, TOWNSHIP 1, RANGE 16, UNITED STATES
MILITARY  LANDS, AND BEING 1.169 ACRES OF LAND ALL  OUT  OF  THAT
1.915 ACRE TRACT AS CONVEYED TO BROAD STREET RETAIL, LLC BY  DEED
OF  RECORD  IN  INSTRUMENT NUMBER 19970300131362, ALL  REFERENCES
REFER  TO THE RECORDS OF THE RECORDER'S OFFICE, FRANKLIN  COUNTY,
OHIO,  AND  BEING  MORE  PARTICULARLY BOUNDED  AND  DESCRIBED  AS
FOLLOWS:

BEGINNING,  FOR REFERENCE, AT AN IRON PIN SET AT THE INTERSECTION
OF  THE  SOUTHERLY RIGHT-OF-WAY LINE OF EAST BROAD STREET  (STATE
ROUTE 16) WITH THE EASTERLY RIGHT-OF-WAY LINE OF ROSE HILL ROAD;

THENCE  NORTH 81 DEG. 48' 10" EAST, WITH SAID SOUTHERLY RIGHT-OF-
WAY  LINE, A DISTANCE OF 1259.07 FEET TO AN IRON PIN SET  AT  THE
NORTHEASTERLY CORNER OF A 21.979 ACRE TRACT AS CONVEYED TO  BROAD
STREET  RETAIL, LLC OF RECORD IN INSTRUMENT NUMBER 19970300131357
AND THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION;

THENCE  NORTH 81 DE. 48' 10" EAST, CONTINUING WITH SAID RIGHT-OF-
WAY LINE, A DISTANCE OF 217.00 FEET TO AN IRON PIN SET;

THENCE SOUTH 8 DEG. 11' 50" EAST, WITH A NEW DIVISION LINE ACROSS
SAID  1.915 ACRE TRACT, A DISTANCE OF 222.34 FEET TO AN IRON  PIN
SET  IN  THE NORTHERLY LINE OF A 1.835 ACRE TRACT AS CONVEYED  TO
BROAD   STREET  RETAIL,  LLC,  OF  RECORD  IN  INSTRUMENT  NUMBER
19970300131365;

THENCE SOUTH 75 DEG. 25' 05" WEST, PARTLY WITH THE NORTHERLY LINE
OF  SAID  1.835 ACRE TRACT AND PARTLY WITH THE NORTHERLY LINE  OF
SAID 21.979 ACRE TRACT, A DISTANCE OF 165.47 FEET TO AN IRON  PIN
SET;

THENCE  SOUTH 73 DEG. 19' 45" WEST, CONTINUING WITH THE NORTHERLY
LINE  OF SAID 21.979 ACRE TRACT, A DISTANCE OF 53.13 FEET  TO  AN
IRON PIN SET AT A CORNER THEREOF;

NORTH  8  DEG. 11' 50" WEST, WITH AN EATERLY LINE OF SAID  21.979
ACRE  TRACT,  A  DISTANCE OF 248.58 FEET TO  THE  TRUE  POINT  OF
BEGINNING AND CONTAINING 1.169 ACRES OF LAND, MORE OR LESS.

THE  BASIS OF BEARING FOR THIS DESCRIPTION IS NORTH 81  DEG.  48'
10" EAST FOR THE CENTERLINE OF EAST BROAD STREET (STATE ROUTE 16)
AS THE SAME IS SHOWN ON FRANLIN COUNTY RIGHT-OF-WAY PLANS FRA-16-
7.79-10.44.

PARCEL II

TOGETHER  WITH NON-EXCLUSIVE RIGHT OF INGRESS AND EGRESS  OVER  A
CERTAIN  21.979  ACRE  PARCEL  AS  RESERVED  IN  INSTRUMENT   NO.
199710300131357 AND OVER A CERTAIN 0.722 ACRE PARCEL AS CONTAINED
IN  INSTRUMENT  NO. 199710300131362, RECORDER'S  OFFICE,  FRANLIN
COUNTY, OHIO.





                            EXHIBIT B

                       CONSTRUCTION COSTS

                       PROJECT COST BUDGET

                         MARCH 31, 1998


Land and Hard Costs:

Land Acquisition Cost                              $   495,000.00
Building/General Construction                          750,000.00
Construction Contigency -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 (Devlopment Financing)  12,000.00
Development Interest                                    24,500.00
Attorney's Fees-Borrower (Development Financing)         6,000.00
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:
                         Its:








                             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