PURCHASE AGREEMENT
               Applebee's Restaurant - Destin, FL

This  AGREEMENT, entered into effective as of the 19  of  August,
1997 .

l.  Parties.  Seller  is  AEI  Real  Estate  Fund  XVIII  Limited
Partnership which owns an undivided 37.9481% interest in the  fee
title  to  that  certain real property legally described  in  the
attached  Exhibit "A" (the "Entire Property")   Buyer  is  Truong
Hoang,  Trustee  and  Thanh Do, Trustee of  the  Hoang-Do  Family
Living Trust, dated 8/19/97, ("Buyer"). Seller wishes to sell and
Buyer  wishes  to buy a portion as Tenant in Common  of  Seller's
interest in the Entire Property.

2. Property. The Property to be sold to Buyer in this transaction
consists    of   an   undivided   14.3409   percentage   interest
(hereinafter, simply the "Property") as Tenant in Common  in  the
Entire Property.

3.  Purchase  Price  .  The purchase price  for  this  percentage
interest in the Entire Property is $242,000, all cash.

4.    Terms. The purchase price for the Property will be paid  by
Buyer as follows:
     
     (a)  When this agreement is executed, Buyer will pay  $5,000
     to Seller (which shall be deposited into escrow according to
     the  terms hereof) (the "First Payment"). The First  Payment
     will  be  credited against the purchase price  when  and  if
     escrow closes and the sale is completed.
     
     (b)  Buyer  will deposit the balance of the purchase  price,
     $237,000  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the closing date.

5.  Closing Date.  Escrow shall close on or before September  30,
1997.

6.  Due  Diligence. Buyer will have until the expiration  of  the
fifteenth business day after delivery of each of following items,
to  be supplied by Seller, to conduct all of its inspections  and
due  diligence  and  satisfy  itself  regarding  each  item,  the
Property,  and  this transaction.  Buyer agrees to indemnify  and
hold  Seller  harmless  for any loss  or  damage  to  the  Entire
Property or persons caused by Buyer or its agents arising out  of
such  physical inspections of the Entire Property.  (The  "Review
Period")

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).
     
     (b)  Copies  of  a Certificate of Occupancy  or  other  such
     document  certifying completion and granting  permission  to
     permanently  occupy the improvements on the Entire  Property
     as are in Seller's possession.
     
     (c)  Copies  of an "as built" survey of the Entire  Property
     done concurrent with Seller's acquisition of the Property.
     
     (d)  Lease  (as set forth in paragraph 11(a) below)  of  the
     Entire  Property  showing occupancy date,  lease  expiration
     date,  rent,  and  Guarantys, if any,  accompanied  by  such
     tenant  financial statements as may have been provided  most
     recently to Seller by the Tenant and/or Guarantors.
     
     (e) Phase 1 Environmental Report.
     
     
     
     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL
     
     
     
     
     It is a contingency upon Seller's obligations hereunder that
two  (2)  copies  of  Co-Tenancy Agreement in the  form  attached
hereto  duly  executed by Buyer and Seller and  dated  on  escrow
closing date be delivered to the Seller on the closing date.

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the  Review  Period. Such notice shall be deemed  effective  only
upon  receipt  by Seller.  If this Agreement is not cancelled  as
set forth above, the First Payment shall be non-refundable unless
Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under sections 15(a) of this agreement  (which  will
survive),  Buyer  (after execution of such  documents  reasonably
requested by Seller to evidence the termination hereof) shall  be
returned  its  First Payment, and Buyer will have  absolutely  no
rights,  claims  or interest of any type in connection  with  the
Property  or this transaction, regardless of any alleged  conduct
by Seller or anyone else.

      Unless this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably  will be deemed to have canceled this  Agreement  and
relinquish  all rights in and to the Property unless Buyer  makes
the  Second  Payment  when required. If  this  Agreement  is  not
canceled  and  the Second Payment is made when required,  all  of
Buyer's conditions and contingencies will be deemed satisfied.

7.  Escrow. Escrow shall be opened by Seller and funds  deposited
in  escrow upon acceptance of this Agreement by both parties. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8.   Title.  Closing will be conditioned on the  agreement  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions;  current real property taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the Lease defined in paragraph  11  below;
and  other  items of record disclosed to Buyer during the  Review
Period.

      Buyer  shall be allowed fifteen (15) days after receipt  of
said  commitment for examination and the making of any objections
to  marketability thereto, said objections to be made in  writing
or  deemed  waived.  If any objections are so  made,  the  Seller
shall  be  allowed eighty (80) days to make such title marketable
or  in the alternative to obtain a commitment for insurable title
insuring over Buyer's objections.  If Seller shall decide to make
no  efforts to make title marketable, or is unable to make  title
marketable or obtain insurable title, (after execution  by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination  hereof) Buyer's First Payment shall be returned  and
this Agreement shall be null and void and of no further force and
effect.

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




     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL

9.   Closing Costs.  Seller will pay one-half of escrow fees, the
cost  of the title commitment, one half of the cost of issuing  a
standard Owners Title Insurance Policy in the full amount of  the
purchase price, and any brokerage commissions payable.  The Buyer
will  pay  for one half of the cost of issuing a standard  Owners
Title  Insurance Policy in the full amount of the purchase price,
if  Buyer shall decide to purchase the same.  Buyer will pay  all
recording fees, one-half of the escrow fees, and the cost  of  an
update  to  the  Survey in Sellers possession (if  an  update  is
required by Buyer.)  Each party will pay its own attorney's  fees
and costs to document and close this transaction.

10.  Real Estate Taxes, Special Assessments and Prorations.

     (a)  Because the Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i)), the parties acknowledge that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due  and  payable in all years prior to the year of  Closing
     have  been paid in full.  Unpaid levied and pending  special
     assessments  existing on the date of Closing  shall  be  the
     responsibility  of Buyer and Seller in proportion  to  their
     respective  Tenant in Common interests.   Seller  and  Buyer
     shall  likewise pay all taxes due and payable  in  the  year
     after   Closing  and  any  unpaid  installments  of  special
     assessments payable therewith and thereafter, if such unpaid
     levied and pending special assessments and real estate taxes
     are not paid by any tenant of the Entire Property.
     
     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  shall
     of all operating expenses of the Entire Property incurred on
     and after the date of Closing.
     
11.  Seller's Representation and Agreements.

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

     (i)   Except  for  the lease in existence between  AEI  Real
     Estate   Fund   XVIII  Limited  Partnership  and   T.S.S.O.,
     Inc.("Tenant"), dated October 31, 1991 (as amended by letter
     agreement dated September 21, 1995 between AEI and  Tenant),
     Seller  is  not  aware of any leases of the  Property.   The
     above  referenced lease agreement has an option to  purchase
     in  favor of the Tenant as set forth in article 35  of  said
     lease agreement.

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest in the Property.
     
     (iii)   Except  as  disclosed to Buyer  in  this  Agreement,
     Seller  is  not aware of any contracts Seller  has  executed
     that would be binding on Buyer after the closing date.
          
     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts  prior  to the Closing Date that would  materially
     affect  the  Property  and be binding  on  Buyer  after  the
     Closing  Date without Buyer's prior consent, which will  not
     be  unreasonably withheld.  However, Buyer acknowledges that
     Seller retains the right both prior to and after the Closing
     Date  to  freely  transfer  all or  a  portion  of  Seller's
     remaining   undivided  interest  in  the  Entire   Property,
     provided  such  sale shall not encumber the  Property  being
     purchased by Buyer in violation of the terms hereof  or  the
     contemplated Co-Tenancy Agreement.
     
     
     
     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL
     
12.  Disclosures.

     (a)   To the best of Seller's knowledge: there are now,  and
     at  the  Closing  there  will be, no material,  physical  or
     mechanical  defects  of  the  Property,  including,  without
     limitation,   the   plumbing,  heating,  air   conditioning,
     ventilating, electrical systems, and all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental , zoning and  land  use  laws,
     ordinances, regulations and requirements.
     
     (b)   To  the  best  of  Seller's  knowledge:  the  use  and
     operation of the Property now is, and at the time of Closing
     will  be, in full compliance with applicable building codes,
     safety,   fire,  zoning,  and  land  use  laws,  and   other
     applicable   local,  state  and  federal  laws,  ordinances,
     regulations and requirements.
     
     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  use  and operation of the Property  after  the
     Closing  in the manner in which the Property has  been  used
     and operated prior to the date of this Agreement.
     
     (d)  To the best of Seller's knowledge: the Property is not,
     and  as  of  the  Closing will not be, in violation  of  any
     federal,  state  or  local  law,  ordinance  or  regulations
     relating  to  industrial  hygiene or  to  the  environmental
     conditions  on, under, or about the Property including,  but
     not  limited  to, soil and groundwater conditions.   To  the
     best  of  Seller's  knowledge: there  is  no  proceeding  or
     inquiry  by any governmental authority with respect  to  the
     presence  of  Hazardous Materials on  the  Property  or  the
     migration  of Hazardous Materials from or to other property.
     Buyer agrees that Seller will have no liability of any  type
     to  Buyer  or Buyer's successors, assigns, or affiliates  in
     connection  with any Hazardous Materials on or in connection
     with  the Property either before or after the Closing  Date,
     except as provided under applicable state or federal law  or
     regulation.
     
     (e)   Buyer agrees that it shall be purchasing the  Property
     in  its  then present condition, as is, where is, and Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.
     
     (f)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information  on the Tenant and Guarantors of  the  Lease  as
     Buyer or its advisors shall request, Buyer is relying solely
     on  its  own  investigation of the Property and not  on  any
     information provided by Seller  or to be provided except  as
     set  forth  herein.   Buyer further  acknowledges  that  the
     information  provided  and to be  provided  by  Seller  with
     respect to the Property and to the Tenant and Guarantors  of
     Lease  was  obtained  from a variety of sources  and  Seller
     neither   (a)   has   made  independent   investigation   or
     verification   of  such  information,  or  (b)   makes   any
     representations as to the accuracy or completeness  of  such
     information.   The  sale  of the Property  as  provided  for
     herein  is  made  on an "AS IS" basis, and  Buyer  expressly
     acknowledges  that, in consideration of  the  agreements  of
     Seller  herein, except as otherwise specified herein, Seller
     makes no warranty or representation, express or implied,  or
     arising by operation of law, including, but not limited  to,
     any  warranty  or  condition,  habitability,  tenantability,
     suitability  for  commercial purposes,  merchantability,  or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.
     
     The provisions (d) - (f) above shall survive closing.
     
     
     
     
     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL
     
13.  Closing.

     (a)   Before  the  closing date, Seller  will  deposit  into
     escrow an executed limited warranty deed conveying insurable
     title  of the Property to Buyer, subject to the encumbrances
     contained in paragraph 8 above.
     
     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer) to close escrow.  Both parties will sign the  Co-
     Tenancy  Agreement,  and deliver to the  escrow  holder  any
     other documents reasonably required by the escrow holder  to
     close escrow.
     
     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   Defaults.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer.   Seller shall retain all remedies available to Seller  at
law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, deposited
the  balance  of the Second Payment for the purchase  price  into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   Provided,
however, that in no event shall Seller be liable for any  actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.
     
15.  Buyer's Representations and Warranties.
     
     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.
     
     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.
     
     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order of any court or other agency of government having
     
     
     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL
     
     
     
     
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.
     
16.  Damages, Destruction and Eminent Domain.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds  (pro-rata in  relation  to  the  Entire
     Property) resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.
     
     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire Property.
     
     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.
     
      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  Cancellation

     If  any party elects to cancel this Contract because of  any
     breach by another party, the party electing to cancel  shall
     deliver  to escrow agent a notice containing the address  of
     the party in breach and stating that this Contract shall  be
     cancelled  unless  the  breach  is  cured  within  13   days
     following  the  delivery of the notice to the escrow  agent.
     Within  three days after receipt of such notice, the  escrow
     agent  shall send it by United States Mail to the  party  in
     breach at the address contained in the Notice and no further
     notice  shall be required. If the breach is not cured within
     the  13  days  following the delivery of the notice  to  the
     escrow agent, this Contract shall be cancelled.




     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL


18.  Miscellaneous.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.
     
     (b)   If  this escrow has not closed by September  30,  1997
     through  no  fault  of Seller, Seller  may  either,  at  its
     election,  extend  the closing date or exercise  any  remedy
     available   to   it  by  law,  including  terminating   this
     Agreement.
     
     (c)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.
     
     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.
     
     If to Seller:
     
          Attention:  Robert P. Johnson
          AEI Real Estate Fund XVIII Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101
     
     If to Buyer:
     
          Hoang-Do Family Living Trust
          Truong Hoang, Trustee
          Thanh Do, Trustee
          3420 Kings Cove Ln
          Chattanooga TN  37416
     
     
      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.




     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL


      IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.

BUYER:    Hoang-Do Family Living Trust, dated

          By: /s/ Truong Hoang
                  Truong Hoang, Trustee

          WITNESS:
     
          /s/ Michael Do
     
          Michael Do
          (Print Name)
     
          WITNESS:
     
          /s/ Mai Ha
     
          Mai Ha
          (Print Name)
     
          By: /s/ Thanh Do
                  Thanh Do, Trustee
     
          WITNESS:
     
          /s/ Michael Do
     
          Michael Do
          (Print Name)
     
          WITNESS:
     
          /s/ Mai Ha
     
          Mai Ha
          (Print Name)
     




     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL


SELLER:   AEI  REAL  ESTATE  FUND XVIII  LIMITED  PARTNERSHIP,  a
Minnesota limited partnership.

     By: AEI Fund Management XVIII, Inc., its corporate general partner

     By: /s/ Robert P Johnson
             Robert P. Johnson, President
     
          WITNESS:
     
          /s/ Dawn E Campbell
     
          Dawn E Campbell
          (Print Name)
     
          WITNESS:
     
          /s/ Jeni K Henrickson
     
          Jeni K Henrickson
          (Print Name)
     
     
     
     
     Buyer Initial: /s/ T.D. /s/ TH
     Purchase Agreement for Applebee's - Destin,FL
     
     
     
                              
                                     EXHIBIT A
     
                                 Legal Description
     
     
     
     Premises:  APPLEBEE'S NEIGHBORHOOD GRILL & BAR
     
     
     
     A  portion of Section 26, Township 2 South.  Range 21  West,
     Walton County, Florida, being more particularly described as
     follows:
     
     Commence  at  the  intersection with the East  line  of  the
     aforesaid  Section  26  and the North Right-of-way  Line  of
     State  Road  30  (U.S. 98. 100' R/W);  thence  go  North  77
     degrees 09 minutes 03 seconds West along the aforesaid Right-
     of-way  line,  a  distance of 1233.51 feet  to  a  point  of
     curvature:  thence go along a curve to the  left,  having  a
     radius of 5779.65 feet, an arc distance of 1060.26 feet (CH.
     =  1058.78',  CH.  BRG.  = North 82 degrees  24  minutes  26
     seconds West); thence departing the aforesaid North Right-of-
     way line, go North 02 degrees 59 seconds 27 minutes East,  a
     distance of 10.00 feet to a point on a curve, being  concave
     southerly and having a radius of 5789.65 feet and the  Point
     of  Beginning:  thence go northwesterly along the  aforesaid
     curve,  an  arc distance of 180.00 feet (CH. = 179.99',  CH.
     BRG.  = North 88 degrees 33 minutes 11 seconds West): thence
     go  North  02 degrees 59 minutes 27 seconds East, a distance
     of  215.00  feet: thence go South 88 degrees 38  minutes  25
     seconds  East, a distance of 178.79 feet to  a  Point  on  a
     curve,  being concave southwesterly and having a  radius  of
     44.90  feet:  thence  go Southeasterly along  the  aforesaid
     curve,  an  arc distance of 10.44 feet (CHI. = 10.42'.  CHI.
     BRAG. = South 03 degrees 39 minutes 46 seconds  East) to the
     Point of Tangency: thence go South 02 degrees 59 minutes  27
     seconds  East,  a distance of 204.89 feet to  the  Point  of
     Beginning.
     
     
     EXCEPTING THEREFROM THAT PORTION
     
     lying  Northerly of and within 66 feet of the centerline  of
     survey  of State Road 30 (US 98) Section 60020, Westerly  of
     Station 248+00 and lying Northerly of and within 67 feet  of
     said  centerline  of  survey,  between  Station  248+00  and
     Station  256+51  and lying Northerly of said  centerline  of
     survey  and  within  a transition from 67  feet  at  Station
     256+51 to 87 feet at Station 256+76; and lying Northerly  of
     and  within  110 feet of said centerline of survey,  between
     Station  256+76 and Station 257+36; and lying  Northerly  of
     said  centerline of survey and within a transition  from  87
     feet  at  Station 257+36 to 67 feet at Station  257+61;  and
     lying Northerly of and within 67 feet of said centerline  of
     survey  Easterly of Station 257+611; said centerline  to  be
     described  and  said  Stations to  be  located  as  follows:
     Commence  on  a  capped rod (RLS # 1835)  at  the  Southeast
     corner  of  Sandestin  Estates  Subdivision,  as  per   plat
     recorded  in Plat Book 4, Page 25 of the Public  Records  of
     Walton County,  Florida; thence South 44 16' 49" East 101.64
     feet;  thence  North 83 48' 54" East 3476.74 feet  (crossing
     the East line of Section 27, Township 2 South, Range 21 West
     and  the West line of Section 26, Township 2 South 2  South,
     Range  21  West) to the POINT OF BEGINNING of centerline  of
     survey  to  be  described  herein,  said  point  being   the
     beginning of a curve, concave Southerly, having a radius  of
     5729.58   feet;  thence  run  Northeasterly,  Easterly   and
     Southeasterly 1302.52 feet along said curve, thru a  central
     angle  of  13  o1'  31" to Station 248+00;  thence  continue
     Southeasterly 695.62 feet along said curve, thru  a  central
     angle of 6 57' 22" to the end of curve; thence South 76  12'
     14"  East  155.38  feet to Station 256+51;  thence  continue
     South  76  12' 14" East 25.0 feet to Station 256+76;  thence
     continue South 76 12' 14" East 60.00 feet to Station 257+36;
     thence  continue South 76 12'14" East 25.0 feet  to  Station
     257+61; thence continue South 76 12' 14" East 977.87 feet to
     the  East line of said Section 26 (West line of Section  25,
     Township  2  South  Range 21 West) at a point  4561.50  feet
     South  1  50' 37" West of a four inch by four inch  concrete
     monument  on  the  Northeast  corner  of  said  Section   26
     (Northwest corner of said Section 25); thence continue South
     76 12' 14" East 1359.55 feet to a point of intersection with
     the Southerly extension of the Easterly line of Parcel A  of
     Tract  308  of  said Section 25; and end  of  centerline  of
     survey herein described; said point being 518.40 feet  South
     2 00' 23" West of a capped rod (RLS # 2535) on the Northeast
     corner of said partial A; containing 1080 square feet,  more
     or less.