DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as of  this
13th  day  of  April,  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; AEI Net Lease Income & Growth Fund XIX
Limited  Partnership;  and  Robert  P.  Johnson,  all  of   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 3,500 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,  October  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 Three Hundred  Fifty  Seven  Thousand
   Dollars ($1,357,000) 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 conspicious 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) recieved 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 hereinabove 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 $3,414.40 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   $
4,117.37  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/ John Butorac
        Its: President

        By: /s/ James Mulrooney
        Its: Executive VP

   [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
   



     AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

          By:  AEI Fund Management XIX, Inc.

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



     ROBERT P. JOHNSON, INDIVIDUALLY


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



Development   Financing   Disbursement   Agreement,   Tumbleweed,
Chillicothe, Ohio





                              Exhibit "A"


1150 North Bridge Street, Chillicothe, Ohio

Situate  in  the  City of Chillicothe, county of Ross,  State  of
Ohio,  being part of the 15.983 acre tract conveyed to  The  ABCO
Land Development Corp. and the The Beerman Corporation (Deed Vol.
534 Page 800 Ross County Deed Records), bounded and described  as
follows:

Beginning at an iron pin set in the west R/W line of North Bridge
Street  (aka  State Route 159 and Business Loop U.S.  Route  23),
said  iron pin being the northeast corner of the 0.723 acre tract
leased  to  RTM  Operating Company, a Delaware Corporation  (O.R.
Vol. 77 Page 0691) (Arby's Restaurant);

thence  with the north line of said 0.723 acre tract, N. 86  deg.
23' 40" W. 150.77 ft. to a Mag-Nail set;

thence  with new lines through the tract of which this is a  part
the following (2) courses,
1. N. 03 deg. 36' 20" E. 200.00 ft. to a Mag-Nail set and
2. S. 86 deg. 23' 40" E. 152.29 ft. to a Mag-Nail set;

thence with the west R/W line of North Bridge Street and with the
east  line of the tract of which this is a part, S. 04  deg.  02'
25"  W.  200.01  ft. to the point of beginning, containing  0.696
acres,  subject  to  all  easements and rights-of-way  of  record
pertinent to this tract.





                            EXHIBIT B

                       CONSTRUCTION COSTS

                       PROJECT COST BUDGET




                         TUMBLEWEED, LLC
                         CHILICOTHE, OH

                         PROJECT COST BUDGET
                         JANUARY 16, 1998

LAND AND HARD COSTS

Land Acquisition Cost                             $  475,000.00
Building/General Construction                        525,000.00
Owner Vendors:
  Wains Coating/Trim                                  12,975.00
  Electrical Panels                                    5,776.00
  Air Balance                                          2,195.00
  Lighting                                            13,994.00
  HVAC                                                23,096.00
Site Improvements                                     75,000.00
Construction Contingency -10.0%                       65,000.00

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 (construction and S/L)
12,000.00
Development Interest                                  22,000.00
Attorney's Fees-Borrower (Construction Sale/Leaseback)
10,000.00
Attorney's Fees- AEI (Construction/Sale/Leaseback)
12,500.00
AEI Sale/Leaseback Commitment Fee 2*                  27,140.00
AEI Credit Report Fees (Promesa)                         420.00
AEI State Qualification Fees                           1,500.00
AEI Site Inspection Fee                                1,500.00
Tumbleweed Parcel Development Fee                     13,713.00
Miscellaneous                                          5,191.00
TOTAL PROJECT COST                                $1,357,000.00


* Total project costs prior to AEI S/L fee is $1,357,000.00.  The
S/L fee (rounded) is calculated on the total project cost prior
to the S/L Fee and adjusted, if necessary, at the time the final
disbursment of the Development Financing.





                           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 April _____, 1998 by and between Lessee, AEI Real
Estate  Fund  XVIII Limited Partnership, AEI Net Lease  Income  &
Growth  Fund  XIX  Limited Partnership,  and  Robert  P.  Johnson
(collectively "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     $                 .      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,  AEI  Net  Lease Income & Growth  Fund  XIX  Limited
Partnership,  and  Robert  P. Johnson (together,  "Lessor")  have
entered into a Development Financing Agreement dated effective as
of  April                    ,  1998 (the "Development  Financing
Agreement")   pursuant  to  which  Lessor  agreed   to   loan   $
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