PURCHASE AGREEMENT

                             for the

             OLD COUNTRY BUFFET, NORTHLAKE, ILLINOIS

                                

      This  Purchase Agreement (the "Agreement") entered into  on
the 17 day of April, 1998, by and between The Alpha Group, LLC or
its  assigns, such assigns to be approved by Buyer which approval
will  not  be unreasonably withheld (the "Seller") and  AEI  Real
Estate  Fund  XVIII  Limited  Partnership,  a  Minnesota  Limited
Partnership,  or  its assigns, such assigns  to  be  approved  by
Seller  which  approval  will not be unreasonably  withheld  (the
"Buyer").    If  Buyer  shall  desire  further  assignment   said
assignment shall occur five (5) business days prior to  the  date
set forth in paragraph 2. hereof.

1.    Property.   Seller entered into an Agreement of  Sale  with
Sam's West, Inc. ("Sam's") on September 11, 1997, which Agreement
was  amended  by  the  First Amendment to Agreement  of  Sale  on
December  ____,  1997  and  was further  amended  by  the  Second
Amendment  to  Agreement of Sale on March 9,  1998,  (the  "Sam's
Agreement"),  for the purchase of an undivided 100%  interest  in
the fee title to that certain real property legally described  on
the  attached Exhibit "A" (the "Parcel").  Seller desires to sell
and  Buyer  desires  to  purchase the  Parcel  and  a  percentage
interest in and to the improvements to be completed on the Parcel
by  OCB  Realty  Co., (hereinafter "Tenant") as  an  Old  Country
Buffet  restaurant (the "Improvements") and (the Parcel  and  the
Improvements collectively, the "Property").  On the Closing  Date
referred  to in paragraph 2, Seller shall assign its rights  (and
Buyer  shall assume only Seller's obligation to pay the  Purchase
Price  and those matters of record created by separate instrument
other than the Sam's Agreement) in and to the Sam's Agreement  to
Buyer.

2.   Closing Date.  Buyer's purchase of the Parcel shall occur on
the  earlier  of  May  15, 1998 or five (5) business  days  after
receipt and approval by Buyer of the last due diligence documents
in  the  contingency period including the receipt of the building
permit (the "Closing Date").  The Closing Date is subject to  all
conditions precedent as referenced herein.

3.    Lease.  The Property is to be developed by Tenant,  subject
to  a  Lease on the Property by and between Seller, as  Landlord,
and  Tenant  (the "Lease"), the form of which Lease  is  attached
hereto as Exhibit "C".  Said attached Lease has been approved  by
the Buyer, and Seller will on the Closing date, assign all right,
title and interest in  and to said executed Lease to Buyer on the
Closing Date.

4.    Rent  Commencement  Date.  The day  the  Tenant  opens  the
Property  for  business, or September 28, 1998,  whichever  comes
first, Tenant will commence paying rent as set forth in the Lease
attached hereto on Exhibit "C".

5.    Escrow.   $10,000 will be paid to Commonwealth  Title  (the
"Closing  Agent")  to be released to Seller on the  Closing  Date
subject  to the terms of this Agreement.  Upon execution of  this
Agreement,  a  copy of this Agreement will be  delivered  to  the
Closing  Agent  by  Seller and will serve as escrow  instructions
together  with  any  additional instructions required  by  Seller
and/or  Buyer  or  their respective counsels.  Seller  and  Buyer
agree to cooperate with the Closing Agent and sign any additional
instructions  reasonably required by the Closing Agent  to  close
escrow.   If there is any conflict between any other instructions
and this Agreement, this Agreement shall control.

6.     Purchase  Price  and   Option  to  Repurchase  &  Seller's
Remedies.

6.01 Purchase Price.

The  purchase price for the Property is $1,300,000 (the "Purchase
Price"),  which as a contingency to Buyer's obligations hereunder
must  be supported by an MAI appraisal of the Property reasonably
satisfactory to Buyer.  Buyer shall have the right to review  and
approve  such appraisal until no later than April 17, 1998.   The
appraisal shall be obtained by Buyer.

If  all  conditions  as  outlined in  this  Agreement  have  been
satisfied,  on  the  Closing  Date,  Buyer  shall  disburse   the
following  funds  to the Closing Agent for the  purchase  of  the
Parcel:

(a)  $320,000 shall be disbursed to Sam's West, Inc. for purchase
of the Parcel;

(b)    $10,000   will  be  disbursed  to  the  Seller   for   the
reimbursement   of  the  deposit  on  the      Parcel   and   the
acquisition/closing costs of the Parcel from Wal-Mart;

Closing  costs in connection with this transaction shall be  paid
as set forth in paragraph 12 herein.

The  following  funds shall be disbursed in accordance  with  the
provisions  of  this  Agreement on or before September  28,  1998
("Second   Funding")  and  such  are  subject  to  the  following
conditions being satisfied, the Tenant is not in material default
under the Lease and Tenant having paid the first full months rent
under the Lease:
     
(a-1)      $370,000 less interest accrued on the disbursement  of
     $330,000 from the Closing Date until the latter of the  Rent
     Commencement Date or up to and including the Second  Funding
     Date  or  such  date as the Closing Agent has  received  the
     Rent,  as defined below.  The net proceeds will be  paid  by
     Buyer  to Seller on or after the Rent Commencement  Date  as
     set forth below provided that the Tenant  has paid the first
     full months rent under the lease.

     Buyer  shall give evidence to Seller five (5) days prior  to
     the  Second Funding that funds have been deposited with  the
     Closing Agent in an interest bearing escrow account, and are
     available  and  ready  for  disbursement,  subject  to   the
     conditions above.

     It  is the intent of the parties that the initial first full
     months rent from the Tenant ("Rent") shall be deposited with
     the  Closing Agent by the Tenant on or before September  28,
     1998.   Upon  receipt  of said Rent, the  Closing  Agent  is
     instructed to, immediately on that day or the next  business
     day, thereafter disburse the net proceeds, as defined above,
     due  Seller, less any prorations and Seller's portion of the
     closing   costs  in  connection  with  the  Second  Funding,
     provided  that  the  Tenant is not in material  default  (as
     required  above), the Tenant leasehold policy has been  paid
     for  by Seller (paragraph 12 herein), and the Seller is  not
     in  breach  of  any  surviving  representation  or  warranty
     (paragraph  15 herein), and disburse the Rent  to  Buyer  to
     complete  the  Second Funding, without  further  consent  or
     instruction  from  either Seller or Buyer,  however  Closing
     Agent will comply as instructed and set forth in the Buyer's
     closing instruction letter, said closing instruction  letter
     to  be prepared in accordance with this Agreement and in  no
     event  will  supersede the business terms set forth  herein,
     subject  to a standard escrow agreement as required  by  the
     Closing Agent as of the Closing Date.

     In  the  event the Closing Agent does not receive  the  Rent
     from  the  Tenant by October 15, 1998 or Buyer shall  notify
     Seller and Closing Agent that Seller is in default hereunder
     or  the  Tenant is in material default under the Lease,  all
     funds  deposited by Buyer in accordance with paragraph  6.01
     (a-1)   hereof  including  interest  accrued  thereon  shall
     immediately be returned to Buyer.

Closing  costs in connection with this transaction shall be  paid
as set forth in paragraph 12 herein.

The  following  funds shall be disbursed in accordance  with  the
provisions  of the Lease attached hereto as Exhibit  "C"  ("Final
Funding") and are subject to all conditions under the Lease being
satisfied:

(b-1)      $600,000 as the "Construction Allowance" to be paid by
     Buyer  to  Tenant under the terms and conditions as provided
     for in the Lease attached hereto as Exhibit "C".

This provision shall survive the Closing Date.
6.02.     Option to Repurchase & Seller's Remedies

In  the event the Buyer has closed escrow on the subject property
as  described  in  paragraph  2 and  6.01,  and  (a)  Seller  has
satisfied its obligations as outlined in this Agreement,  (b)  is
not  in  breach of any surviving representation or warranty,  (c)
Tenant is not in material default under the Lease, (d) and Tenant
has  paid the Rent (and the failure of any of the above to  occur
until cured; however such cure period shall not extend later than
October  15, 1998, shall relieve Buyer of the obligation to  make
the  Second  Funding), if then Buyer fails  to  fund  the  Second
Funding  as  outlined in paragraph 6.01 (a-1),  Seller  shall  be
granted, by the Buyer, the unconditional right to Repurchase  the
subject property as Sellers sole remedy for Buyers Default.  This
Repurchase option shall be as follows:

Buyer shall relieve Seller of any and all obligations outlined in
this Agreement.  This Agreement shall immediately become null and
void,  with  all  obligations between the parties,  expressed  or
implied,  terminated.  Seller shall have the unconditional  right
to  Repurchase from the Buyer the Property for two hundred  fifty
thousand   dollars  ($250,000)  plus  closing   costs.    Sellers
Repurchase price and release of all obligations in this agreement
shall be considered Liquidated Damages.  Buyer agrees to use  its
best  efforts  comply  with  and  assist  the  Closing  Agent  in
effecting Sellers Repurchase option.

Additionally,  the  Closing Agent is instructed  without  further
consent or instruction from Buyer and Seller to, upon receipt  of
Sellers two hundred fifty thousand dollars ($250,000) immediately
close  escrow  and  disburse  all  funds  due  Buyer  under  this
Repurchase option.

6.03  Liquidated Damages  Should Buyer fail or refuse to complete
the Second Funding without right to do so as set forth above,  in
paragraph  6.02,  in breach of this Agreement,  Seller  shall  be
entitled to liquidated damages.  By initialing this section Buyer
and  Seller agree that Sellers' actual damages would be difficult
and  impractical  to  ascertain, that the Repurchase  option  and
relief  of  Sellers obligations made pursuant to paragraph  6.02,
above  is  a reasonable estimate of Seller's actual damages,  and
that  in  the  event of Buyer's wrongful failure  or  refusal  to
complete  the  Second Funding, Seller shall be entitled  to  such
liquidated damages, as Seller's sole damages remedy.

          Seller /s/ REH           Buyer /s/ RPJ

7.    Interest.   Seller shall pay to Buyer ten  percent  (10.0%)
interest  per  annum  on all funds disbursed hereunder  from  the
Closing  Date  until  the Rent Commencement Date  which  interest
shall  accrue  and  be  paid by Seller  either  out  of  Seller's
proceeds  as set forth in paragraph 6.01 (a-1).  If Tenant  shall
fail  to  pay  its  Rent by October 15, 1998,  Seller  shall  pay
immediately,  to  Buyer,  such interest out-of-pocket  upon  such
default by Tenant.  Such payment is subject to terms of paragraph
6.01 (a-1) herein.

8.     Funds   Verification.   Buyer  is  to   provide   evidence
satisfactory  to  Seller, of the availability of  funds  for  the
purchase of the Property, at any time as reasonably requested  by
Seller.

9.    Title.  Seller shall deliver to Buyer a commitment  for  an
ALTA  OwnerOs  Policy of Title Insurance (ALTA owner-most  recent
edition)  issued  by  a  nationally  recognized  title  insurance
company  acceptable  to  Buyer (the  "Title  Company"),  insuring
marketable title in the Parcel or Property, subject only to  such
matters  as  Buyer may approve and contain such  endorsements  as
Buyer  may  require,  including  extended  coverage  and  ownerOs
comprehensive  coverage  (the  "Title  Commitment").   The  Title
Commitment shall show Sam's West, Inc. as the present  fee  owner
of  the Parcel and show Buyer as the fee owner to be insured, and
shall  reflect the Title Company's commitment to issue  a  future
improvements endorsement raising the amount of title coverage  to
the  entire  amount of the purchase price paid for  the  Property
upon final disbursement.  The Title Commitment shall also include
an itemization of all outstanding and pending special assessments
and  an itemization of taxes affecting the Parcel or Property and
the  tax year to which they relate, shall state whether taxes are
current  and  if  not, show the amounts unpaid,  the  tax  parcel
identification  numbers  and  whether  the  tax  parcel  includes
property other than the Property to be purchased.  All easements,
restrictions, documents and other items affecting title shall  be
listed  in Schedule "B" of the Title Commitment.  Copies  of  all
instruments  creating such exceptions must  be  attached  to  the
Title Commitment.

      Buyer shall be allowed ten (10) business days after receipt
of the Title Commitment and copies of all underlying documents or
until the end of the Contingency Period, whichever is later to be
consistent  with  Article 12.01 hereof, for examination  and  the
making  of any objections thereto, said objections to be made  in
writing  or  deemed waived.  If any objections are so  made,  the
Seller  shall be allowed thirty (30) days to cure such objections
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 cure Buyer's objections, or is unable  to  obtain
insurable  title  within  said  thirty  (30)  day  period,   this
Agreement  shall  be null and void and of no  further  force  and
effect  and  neither  party  shall have  any  further  duties  or
obligations to the other hereunder.

      The  Buyer shall also have ten (10) business days to review
and   approve   any  easement,  lien,  hypothecation   or   other
encumbrance  placed  of record affecting the Parcel  or  Property
after  the  date  of  the Title Commitment.   If  necessary,  the
Closing Date or Second Funding shall be extended by the number of
days  necessary for the Buyer to have ten (10) business  days  to
review  any such items.  Such ten (10) business day review period
shall  commence on the date the Buyer is provided with a  legible
copy  of  the instrument creating such exception to  title.   The
Seller  agrees  to inform the Buyer of any item executed  by  the
Seller  placed of record affecting the Parcel or Property   after
the date of the Title Commitment.  If any objections are so made,
the  Seller  shall  be  allowed thirty (30)  days  to  cure  such
objections  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 cure Buyer's objections, or is
unable  to  obtain insurable title within said  thirty  (30)  day
period,  this Agreement shall be null and void and of no  further
force  and effect and neither party shall have any further duties
or obligations to the other hereunder.

10.   Site  Inspection.   Buyer has inspected  and  approved  the
Parcel.

11.  Due Diligence and Contingency Periods.

11.01      Due Diligence Documents and Contingency Period.  Buyer
shall  have until the later of April 17, 1998 or the end  of  the
tenth  (10th) day, except as noted herein, after the delivery  of
all of the Due Diligence Documents, as described below, to review
and  approve  the  same.  These documents shall be  delivered  by
Seller  at Seller's expense unless specifically designated herein
to  be obtained by Buyer, and such documents to be of current  or
recent date, (the "Contingency Period").  Said documents will  be
certified  to Buyer prior to the Closing Date, however shall  not
be subject to the Contingency Period.

     (a)  The  Parcel will be platted as a separate legal lot and
          satisfactory proof thereof provided to Buyer  including
          all  costs associated therewith have been paid in  full
          or  escrowed  therefore, subject to  Buyer's  right  to
          review  and approve the same within  three (3) business
          days  after  receipt  ("  3 Day  Contingency  Period").
          Buyers  approval  of  those items  in  the  Contingency
          Period shall not be unreasonably withheld or delayed;

     (b)  Approval of Tenant Site Plans;

     (c)  The Title Commitment;
     
     (d)   Preliminary  ALTA boundary survey of the  Property  as
     described on Exhibit     "C" attached hereto;
     
     (e)  Phase  I  and Phase II environmental assessment  report
          prepared  in accordance with current ASTM standards  by
          Terracon,  Inc., containing evidence that the  Property
          complies   with   all   federal,   state   and    local
          environmental regulations;
     
     (f)  Site plan and map(s) showing site;
     
     (g)  Demographic report showing data on trade area  and  the
          neighborhood, if available, to be obtained by Buyer;
     
     (h)  Soils report;
     
     (i)   Lease  and  Lease  Guarantee  of  Buffets,  Inc.,  and
     Assignment of the   Lease, if any;
     
     (j)  A  current Certificate of Good Standing for the Tenant,
          together  with  all  other  documents  Buyer  or  Title
          Company deem necessary to support the authority of  the
          persons executing any documents on behalf of the Seller
          or Tenant, the cost of obtaining such documents for the
          Tenant will be equally shared by Seller and Buyer, said
          costs  to  Seller  not  to exceed  $100  and  shall  be
          obtained and approved by Buyer not later than April 17,
          1998;  however, the Title Company shall have until  the
          closing  date to obtain all documents deemed  necessary
          for both Tenant and Seller;
     
     (k)  Building Permit, satisfactory to Tenant, subject to the
          3 Day Contingency Period;
     
     (l)  Zoning  compliance  letter  from  the  municipality  or
          county exercising land use control over the Property in
          form  and  substance  satisfactory  to  Buyer,  to   be
          obtained and approved by Buyer not later than April 17,
          1998;
     
     (m)  Financial  statements  Tenant as  required  within  the
          Lease  on  Exhibit "C" attached hereto, to be  obtained
          and  approved by Buyer, not later than April 17,  1998;
          and
     
     (n)  MAI  appraisal, supporting the purchase price with  the
          contemplated  Improvements thereon, to be  obtained  by
          and  acceptable to Buyer as outlined in paragraph  6.01
          hereof.
     
      (All  of the above described documents (a) through (n)  are
hereinafter collectively the "First Due Diligence Documents").

      After  receipt  and  review of the Due Diligence  Documents
Buyer  may  cancel  this Agreement for any  reason  in  its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and Closing Agent prior to the end  of  the
Contingency  Period.  Such notice shall be deemed effective  upon
receipt by Seller.

It shall be a condition precedent to Buyer's obligations to close
hereunder that there have been no material adverse changes in any
of the information reflected in the Due Diligence Documents after
the date of such document and prior to closing.

      Until  this  Agreement is terminated  or  the  Closing  has
occurred, the Seller shall deliver to the Buyer any documentation
that  comes in the SellerOs possession that modifies any  of  the
Due Diligence Documents, including the Lease and the Guaranty, or
could  render  any  of  the  Due Diligence  Documents  materially
inaccurate,  incomplete  or invalid.  The  Buyer  shall,  in  any
event,  have five (5) days before the Closing Date to review  and
approve  any  such document and, if necessary, the  Closing  Date
shall  be extended by the number of days necessary for the  Buyer
to  have five (5) days to review and approve any such document or
documents  such  approval  not  to be  unreasonably  withheld  or
delayed.

11.02      Form  of Closing Documents.  Prior to the end  of  the
Contingency  Period but in no event later than  April  17,  1998,
unless  otherwise noted in paragraph 11.01 or below,  Seller  and
Buyer  (and where applicable, Tenant) shall agree on the form  of
the  following documents to be delivered to Buyer on the  Closing
Date by Seller as set forth in Article 17 hereof:

     (a)  General warranty deed;
     
     (b)  FIRPTA Affidavit;
     
     (c)  Opinion  of  Counsel re: enforceability  of  the  Lease
          prepared  by Buyer's attorney licensed in the State  in
          which  the  Parcel  is  located,  such  Counsel  to  be
          selected  and paid for by Buyer; Seller is  to  provide
          executed  Lease not later than April 3, 1998 and  Buyer
          to obtain Opinion not later than April 17, 1998;
     
     (d)  Resolution of Tenant re: due authority of the Tenant to
     execute    the  Lease,     Buyer to obtain  not  later  than
     April 20, 1998;
     
     (e)  Estoppel  from  Tenant to be executed  at  closing  and
          reaffirmed on the Rent Commencement DateBuyer to obtain
          not later than April 20, 1998;
     
     (f)  Estoppel  from  Seller Buyer to obtain not  later  than
          April 20, 1998;
     
     (g)  Form  Lease  Guaranty  of Buffets,  Inc.,  as  attached
          hereto; and
     
     (h)  Lease  and Assignments of Lease, if any Buyer to obtain
          not later than April 20, 1998;
     
      In  the  event  that Seller and Buyer do not  reach  mutual
agreement  on  the  form  of the above  described  documents  (a)
through  (h)  prior  to the end of the Contingency  Period,  this
Agreement may be terminated by either Seller or Buyer and neither
party  shall have any further duties or obligations to the  other
hereunder.

12.   Closing Costs.  It is understood between Seller and  Buyer,
that  Seller shall pay for all closing costs associated with  the
Sam's Agreement, the premium for a standard coverage title policy
containing the future improvements endorsement and reflecting  an
insured  amount  of $1,300,000 subject to pending  disbursements,
and  documentary  transfer taxes payable in connection  with  the
Warranty  Deed (the amount of such transfer taxes  shall  not  be
posted on the Warranty Deed but shall be attested to by Seller in
a  separate  affidavit), the costs of the updating and certifying
all  Due  Diligence  Documents prior to the Closing  Date  unless
otherwise  noted herein, or any other cost as defined  under  the
Sam's   Agreement.    Recording  fees,  escrow   fees   and   all
miscellaneous  fees  and charges shall be equally  split  between
Seller and Buyer.  The cost of obtaining Tenant's Certificate  of
Good  standing  in the State of Illinois shall be  equally  split
between Seller and Buyer, such cost not to exceed $100 to Seller.
Buyer  shall  pay  for  an  Opinion  of  Counsel  regarding   the
enforceability of the Lease in the State the Parcel is located as
defined in paragraph 11.02 (d) herein.  The Seller is responsible
to  pay  for  the cost of the Tenant's leasehold title  insurance
policy on or before the Second Funding as required by the Tenant.
The obligations of this paragraph survive the Closing Date.

13.   Real  Estate Taxes and Assessments.  Seller  represents  to
Buyer  that  to the best of its knowledge, all real estate  taxes
and  installments of special assessments due and  payable  on  or
before the Closing Date have been or will be paid in full  as  of
the Closing Date.  It is understood between Seller and Buyer that
all unpaid levied and pending special assessments are paid by the
Tenant as defined in the Lease and shall be the responsibility of
the   Tenant  under  the  Lease  after  the  Closing  Date.   The
obligations of this paragraph shall survive the Closing Date.

14.  Prorations.  Except as otherwise set forth herein, the Buyer
and  the  Seller, as of the Closing Date, shall  prorate  to  the
Closing  Date:  (i)  ad valorem taxes, personal  property  taxes,
charges or assignments affecting the Property (on a calendar year
basis),  (ii) utility charges, including charges for water,  gas,
electricity, and sewer, if any, (iii) other expenses relating  to
the  Property which have accrued but not paid as of  the  Closing
Date,  based  upon the most current ascertainable  tax  bill  and
other relevant billing information, including any charges arising
under any of the encumbrances to the Parcel or Property.  To  the
extent  that information for any such proration is not  available
on  the  Closing  Date  or if the actual amount  of  such  taxes,
charges  or  expenses  differs  from  the  amount  used  in   the
prorations   at  closing,  then  the  parties  shall   make   any
adjustments  necessary  so  that the prorations  at  closing  are
adjusted  based upon the actual amount of such taxes, charges  or
expenses.  The parties agree to make such reprorations as soon as
possible after the actual amount of real estate taxes, charges or
expenses prorated at closing becomes available.

15.   Seller's  Representations and Warranties.   These  Seller's
representations and warranties deemed to be true and  correct  as
of  the Closing Date and shall survive the closing until the  day
of the Second Funding.  Seller represents and warrants as of this
date  and  to  the best of SellerOs knowledge after  due  inquiry
that:

     (a)  Except for this Agreement and the Letter of Intent with
          Buffets, Inc. executed September 16, 1997, the executed
          Agreement of Sale with Sam's West, Inc. dated September
          11,  1997, and the First Amendment to the Agreement  of
          Sale  dated December ___, 1997 and the Second Amendment
          to  the Agreement of Sale dated March 9, 1998, and  the
          Lease as referenced on Exhibit "D",  it is not aware of
          any  other  agreements or leases with  respect  to  the
          Property;
     
     (b)  Seller  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 hereunder;
     
     (c)  Seller   does  not  have  any  actions  or  proceedings
          pending, which would materially affect the Property  or
          Tenant, except matters fully covered by insurance;
     
     (d)  The   consummation  of  the  transactions  contemplated
          hereunder,  and the performance of this  Agreement  and
          the  delivery of the warranty deed to Buyer,  will  not
          result in any breach of, or constitute a default under,
          any  instrument to which Seller is a party or by  which
          Seller may be bound or affected;
     
     e)   All    of    Seller's   covenants,   agreements,    and
          representations  made  herein,  and  in  any  and   all
          documents which may be delivered pursuant hereto, shall
          survive the delivery to Buyer of the warranty deed  and
          other  documents  furnished  in  accordance  with  this
          Agreement,  and the provision hereof shall continue  to
          inure to Buyer's benefit and its successors and assigns
          up to the Second Funding;
     
     (f)  The   Parcel   or   Property  is  in  good   condition,
          substantially undamaged by fire and other hazards,  and
          has  not  been  made  the subject of  any  condemnation
          proceeding;
     
     (g)  The use and operation of the Parcel or Property now  is
          in  full  compliance with applicable local,  state  and
          federal laws, ordinances, regulations and requirements;
          and
     
     (h)  Seller has not caused or permitted any, and to the best
          of Seller's knowledge, the Parcel or Property is not 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 Parcel
          Property,  including,  but not  limited  to,  soil  and
          groundwater  conditions.  There  is  no  proceeding  or
          inquiry  by any governmental authority with respect  to
          the  presence of hazardous materials on the  Parcel  or
          Property  or the migration of hazardous materials  from
          or to other property.
     
     
     

16.   Buyer's  Representations and Warranties.  Buyer  represents
and warrants to Seller that:

     (a)  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 hereunder;
     
     (b)  To   Buyer's  knowledge,  neither  the  execution   and
          delivery of this Agreement nor the consummation of  the
          transaction contemplated hereunder will violate  or  be
          in  conflict with any agreement or instrument to  which
          Buyer is a party or by which Buyer is bound; and
     
     (c)  These Buyer's representations and warranties deemed  to
          be  true  and correct as of the Closing Date and  shall
          survive the closing.
     
17.  Closing.

(a)  On or before the Closing Date, Seller, except as noted, will
deposit   into  Escrow  with  the  Closing  Agent  the  following
documents:

     (1)  A  general warranty deed conveying insurable  title  to
          the  Property to Buyer, in form and substance as agreed
          to  between  Sam's  and Buyer during  the   Contingency
          Period;
     
     (2)  Estoppel  letter from Tenant, in form and substance  as
          agreed  to between Seller, Buyer and Tenant during  the
          Contingency Period;
     
     (3)  Affidavit of Seller, in form and substance as agreed to
          between Seller and Buyer during the Contingency Period;
     
     (4)  FIRPTA  Affidavit, in form and substance as  agreed  to
          between Seller and Buyer during the Contingency Period;
     
     (5)  Assignment of Lease, in form and substance as agreed to
          between Seller and Buyer during the Contingency Period;
     
     (6)  The  Lease as agreed to between Buyer and/or Tenant and
          executed  by  Seller and Tenant, prior  to  Contingency
          Period;
     
     (7)  Lease  Guaranty of Buffets, Inc. as agreed  to  between
          Seller and buyer during the Contingency Period;
     
     (8)  Opinion  of  Counsel  regarding enforceability  of  the
          Lease  and compliance with local law (from an  attorney
          acceptable  to Buyer in the state where the  Parcel  or
          Property is located) in form and substance as agreed to
          by  Buyer  during  the Contingency Period,  Buyer  will
          confirm the receipt of the same; and
     
     (9)  Resolution of Tenant regarding due authority of  Tenant
          and execution and delivery of the Lease by Tenant, in a
          form  and  substance  as agreed to between  Seller  and
          Buyer  during the Contingency Period Buyer will confirm
          the receipt of the same.
     
     
(b)   On or before the Closing Date, Buyer will deposit funds set
forth  in paragraph 6.01 (a) and (b) with the Closing Agent.   On
or  before five (5) days prior to the date of the Second  Funding
or  the  Final Funding, Buyer will deposit funds as required  and
set  forth  in  paragraph 6.01 (a-1) and (b-1) with  the  Closing
Agent.

(c)   Both parties will sign and deliver to the Closing Agent any
other  documents reasonably required by the Closing Agent  and/or
the Title Company.

18.   Termination.  This Agreement may be terminated prior to the
Closing  Date  at Buyer's option and any funds disbursed  by  the
Buyer to the Seller, returned to Buyer in full immediately in the
event  of  any of the following occurrences in addition to  other
remedies available to Buyer as set forth herein :

     (a)  Seller fails to comply with any of the terms hereof;
     
     (b)  A  default  exists in any material financial obligation
          of Seller or Tenant;
     
     (c)  Any  representation made or contained in any submission
          from   Seller  or  Tenant,  or  in  the  Due  Diligence
          Documents, proves to be untrue, substantially false  or
          misleading at any time prior to the Closing Date;
     
     (d)  There  has  been  a  material  adverse  change  in  the
          financial condition of Seller or Tenant or there  shall
          be  a  material action, suit or proceeding  pending  or
          threatened   against  Seller  which  affects   Seller's
          ability  to  perform  under this Agreement  or  against
          Tenant which affects Lessee's ability to perform  under
          the Lease;
     
     (e)  Any bankruptcy, reorganization, insolvency, withdrawal,
          or  similar  proceeding  is instituted  by  or  against
          Seller or Tenant;

     (f)  Seller  or  Tenant  shall be dissolved,  liquidated  or
          wound up;
     
     (g)  Notice given by Buyer pursuant to the terms hereof;
     
     (h)  Buyer,  Tenant or Seller fail to successfully negotiate
          documents  contemplated hereunder  or  as  required  in
          Sam's Agreement; and
     
     (i)  Seller or Tenant fails to obtain city, state or federal
          approvals and permits required.
     
      Notwithstanding  (a)  through (i) above,  if  Seller  shall
refuse to close the transaction contemplated herein and Buyer  is
ready,  willing  and  able  to close the  transaction,  Buyer  is
entitled to all remedies available to it at law or equity.

      If Buyer shall not have exercised a right of termination as
allowed hereunder and Seller is otherwise in compliance with  the
terms hereof, Seller shall retain all only the remedies available
to  it at law or equity through the Closing Date, after such date
Seller  shall retain only the remedies as set forth in  paragraph
6.02 and 6.03.

19.   Damages, Destruction and Eminent Domain.  If, prior to  the
Closing Date, the Parcel or Property, or any part thereof, should
be  destroyed  or further damaged by fire, the elements,  or  any
cause,  due  to events occurring subsequent to the date  of  this
Agreement, this Agreement shall become null and void, at  Buyer's
option,  exercised by written notice to Seller  within  ten  (10)
business 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  (a)  all
contingencies set forth in Article 8 hereof have been  satisfied,
or  waived;  and (b) any period provided for above in  Article  8
hereof 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 pay the deductible, if any, to Buyer, and assign  to
Buyer  the  Seller's  right, title and interest  in  and  to  all
insurance  proceeds resulting form said damage or destruction  to
the  extent that the same are payable with respect to  damage  to
the Parcel or Property, subject to rights of the Tenant.

     If prior to the Closing Date, the Parcel or Property, or any
part  thereof,  is taken by eminent domain, which  taking  delays
commencement of the Lease or delays payment of rent by the Tenant
or  renders  the Lease invalid, 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 all 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 Parcel or Property.

      In the event that this Agreement is terminated by Buyer  as
provided  above, any funds disbursed hereunder shall be  returned
to  Buyer  immediately after execution by Buyer of such documents
reasonably  requested  by  Seller  to  evidence  the  termination
hereof.

20.   Notices.  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:  The Alpha Group, LLC
               C/O Colliers Tingey International
               1310 E. Shaw Avenue
               Fresno, CA  93710
               Attention:  Mr. Jack Messina
               Phone No.: (209) 221-1271

If to Buyer:   AEI Fund Management, Inc.
               1300 Minnesota World Trade Center
               30 E. 7th Street
               St. Paul, Minnesota 55101
               Attention:  Robert P. Johnson
               Phone No.: (612) 227-7333

      Notice  shall  be  deemed received 48  hours  after  proper
deposit  in  U.S. Mail, or 24 hours after proper deposit  with  a
nationally recognized overnight courier.

21.  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  Parcel  or
Property  and the other matters described, and it supersedes  any
other  agreement  or understandings.  Exhibits attached  to  this
Agreement are incorporated into this Agreement.

(b)   This Agreement shall be assignable by Buyer, at its option,
in whole or in part, in such manner as Buyer may determine, to an
affiliate of affiliates of Buyer.

(c)   The Buyer and Seller each warrant to the other that neither
party hereto has had any dealing with any real estate brokers  or
salespersons which would result in a claim for a commission.

(d)   Seller remains liable for all obligations under  the  Sam's
Agreement  that  may survive the Closing Date up  to  the  Second
Funding  date and shall provide evidence, reasonably satisfactory
to  Buyer,  that  such obligations have  been satisfied  or  that
sufficient  funds are available or escrowed with  an  independent
third  party,  such as a title company, in order to complete  the
same.

      Buyer  is submitting this offer by signing a copy  of  this
Agreement  and delivering it to Seller.  Seller has  until  April
16,  1998  within which time to accept this offer by signing  and
returning  this  Agreement  to  Buyer.   When  executed  by  both
parties, this Agreement will be a binding agreement for valid and
sufficient  consideration  which will bind  and  benefit  Seller,
Buyer and their respective successors and assigns.

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

SELLER:

THE ALPHA GROUP, LLC

By: /s/ Robert E Holmes
Its: member


STATE OF Benton)
                  ) ss.
COUNTY OF Arkansas)



     On this 16th day of April, 1998, before me, the undersigned,
a Notary Public in and for said State, personally appeared Robert
E  Holmes,  personally known to me to be the person who  executed
the  within  instrument  as the member of  The  Alpha  Group,  an
Arkansas corporation, on behalf of said corporation.


                              /s/ Gay L Fejleh
                                  Notary Public

                         [notary seal]




BUYER:

AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP
BY:  AEI FUND MANAGEMENT XVIII, INC.

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



STATE OF Minnesota)
                  ) ss.
COUNTY OF Ramsey)


     On this 17th day of April, 1998, before me, the undersigned,
a  Notary  Public  in and for said State, personally  Robert   P.
Johnson, personally known to me to be the person who executed the
within  instrument as the President of AEI Fund Management XVIII,
Inc.,  a  Minnesota corporation, as Corporate General Partner  of
AEI Real Estate Fund XVIII Limited Partnership, on behalf of said
corporation.

                              /s/ Barbara J Kochevar
                                  Notary Public


          [notary seal]


                           EXHIBIT "A"
                                
                        LEGAL DESCRIPTION
                                
                          See attached


Part  of  the Northeast Quarter of Section 6, Township 39  North,
Range  12  East  of  Third Principal Meridian,  in  Cook  County,
Illinois, described as follows:

Commencing  at  the  Southeast corner of Lot  7  in  Block  9  as
designated  upon  the Plat of The H.O. Stone  Northlake  Addition
being  a  subdivision of part of the Northeast  Quarter  of  said
Section 6, the Plat of which subdivision is recorded as Doc.  No.
14036603  in  the  Recorder's Office of  Cook  County,  Illinois;
thence  North  61 degrees 02 minutes 56 seconds  West  along  the
South  line  of said Blokc 9, a distance of 298.67  feet  to  the
Southwest  corner of Lot 18 in Block 9 of said subdivision;thence
North  0 degrees 00 minutes 41 seconds East, a distance of  32.74
feet;  thence  North  45 degrees 04 minutes 00  seconds  East,  a
distance of 21.88 feet to the Point of Beginning; thence North 89
degrees  59  minutes 19 seconds West, a distance of  55.72  feet;
thence North 50 degrees 32 minutes 46 seconds West, a distance of
35.35 feet; thence North 61 degrees 36 minutes 58 seconds West, a
distance  of  50.12 feet; thence North 0 degrees  00  minutes  47
seconds  East, a distance of 106.46 feet; thence North 89 degrees
55  minutes  14  seconds West, a distance of 13.18  feet;  thence
North  0 degrees 00 minutes 00 seconds East, a distance of  33.41
feet;  thence  South  89 degrees 51 minutes 03  seconds  East,  a
distance  of 231.68 feet; thence South 31 degrees 21  minutes  45
seconds East, a distance of 48.81 feet; thence South 0 degrees 00
minutes 00 seconds East, a distance of 143.92 feet; thence  North
89  degrees 59 minutes 19 seconds West, a distance of 116.82 feet
to  the  Point of Beginning containing 43,417 square feet (0.9967
acres) more or less, all being situated in Cook County, Illinois.


Part  of  the Northeast Quarter of Section 6, Township 39  North,
Range  12  East  of  Third Principal Meridian,  in  Cook  County,
Illinois, described as follows:

Beginning at the Northeast corner of Lot 10 Block 6 as designated
upon  the  Plat  of  the H.O. Stone Northlake  Addition  being  a
subdivision of part of the Northeast Quarter of said  Section  6,
the Plat of which subdivision is recorded as Don. No. 14036603 in
the  Recorder's Office of Cook County, Illinois; thence  South  1
degree  59  minutes 01 seconds West along the East line  of  said
Block  6  and  Block  9 in The H.O. Stone Northlake  Addition,  a
distance of 930.12 feet to the Southeast corner of Lot 7 Blcok 9;
thence  North  61 degrees 02 minutes 56 seconds  West  along  the
South  line of said Lot 7, and Lot 18 of Block 9 in the H.O Stone
Northlake  Addition,  a  distance 298.67 feet  to  the  Southwest
corner  of said Lot 18 Blcok 9; thence South 2 degrees 00 minutes
57 seconds West, a distance of 11.22 feet to a pint in the Center
line  of a 20" alley in the H.O. Stone Northlake Addition; thence
North  61 degrees 02 minutes 56 seconds West along the centerline
of  said  alley, a distance of 446.18 feet to a pint on the  East
line  of  Lot  23  Block 8 extended Nrotherly in the  H.O.  Stone
Northlake Addition; thence South 2 degrees 01 minutes 28  seconds
West along the East line of said Lot 23 Blcok 8 and the Northerly
extension  thereof, a distance of 136.14 feet  to  the  Southeast
corner of said Lot 23 Blcok 8; thence North 61 degrees 02 minutes
21  seconds  West  along the Southerly line of said  Blcok  8,  a
distance of 273.02 feet to the Southwest corner of Lot 31 Blcok 8
in  the  H.O Stone Northlake Addition; thence North 0 degrees  21
minutes 56 seconds West along the West line of said Block  8  and
the  Northerly extension thereof, a distance of 139.39 feet to  a
point  on  the Westerly extension of the South line of Lot  5  as
designated  upon  the  Plat  of Ether's  Resubdivision,  being  a
resubdivision of lts 11 to 22 inclusive and lot 32 together  with
the vacated alley in Block 8 in the H.O. Stone Northlake Addition
Subdivision, the Plat of said Resubdivision is recorded  as  Doc.
No.  14036604 in the Recorder's Office of Cook County,  Illinois;
thence  North  89 degrees 38 minutes 04 seconds  East  along  the
South  line  of said Lot 5 of Ehler's Resubdivision  extended,  a
distance of 20.00 feet to the Southwest corner of said Lot  5  of
Ehler's  Resubdivision;  thence North 0  degrees  21  minutes  56
seconds  West  along the West line of Lots 2 through  5  of  said
Ehler's  Resubdivision, a ditance of 239.90 feet to the Southwest
corner  of Lot 1 of said Ehler's Resubdivision; thence  North  13
degrees  17 minutes 01 seconds East, a distance of 20.55 feet  to
the  Southewest  corner  of  Lot 4 Block  8  of  The  H.O.  Stone
Northlake Addition; thence North 17 degrees 23 minutes 47 seconds
East, a distance of 94.10 feet to a point on the West line of Lot
5 Block 8, 35.00 feet South of the Northwest corner of said Lot 5
Block  8  of The H.O. Stone Norhtlake Addition; thence  North  36
degrees  49 minutes 52 seconds East, a distance of 43.70 feet  to
the  Northeast  corner of said Lot 5 Blcok  8;  thence  North  90
degrees  00 minutes 00 seconds East along the North line  of  The
H.O  Stone Northlake Addition, a distance of 796.80 feet  to  the
Point of Beginning containing 645,623 square feet (14.8215 acres)
more or less, all being situated in Cook County, Illinois.


                           EXHIBIT "B"
                                
                       SURVEY REQUIREMENTS


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

     I, _________________________, a registered land surveyor, in
     and  for the State of ___________ do hereby certify  to  AEI
     Real  Estate  Fund XVIII Limited Partnership.,  a  Minnesota
     limited  partnership, or its assigns (PLEASE  CONTACT  AEIOS
     CLOSING  MANAGER  AT  1-800-328-3519 FOR  INFORMATION),  and
     ____________________  (insert name of title  company),  that
     this is a true and correct plat of a survey of

          (Insert Legal Description)

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

          By:  _________________________

          Dated:  _______________________

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

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

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

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

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

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

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

9.   Flood Zone designation to be included.



                           EXHIBIT "C"
                                
                    LEASE AND LEASE GUARANTY
                                

                      STANDARD GROUND LEASE



                         BY AND BETWEEN


                   OCB REALTY CO., as Tenant,


                               AND


                ALPHA GROUP, L.L.C., as Landlord


                      Covering land at the


               WAL-MART/SAM'S CLUB SHOPPING CENTER
                                
                   (Shopping Center/Location)

                     in Northlake, Illinois
                          (City, State)
                                
                                
                        TABLE OF CONTENTS

                                                             

SECTION 1. PREMISES

SECTION 2. TERM; COMMENCEMENT DATE
           2.1 Original Lease Term
           2.2 Notice of Tender; Target and Drop Dead Dates
           2.3 Options to Extend

SECTION 3. LEASE YEAR

SECTION 4. LANDLORD'S WORK

SECTION 5. TENANT'S WORK

SECTION 6. RENT
           6.1 Minimum Rent
           6.2 Percentage Rent
           6.3 Timing and Payment of Percentage Rent; Gross Sale
Reports
           6.4 Additional Rent
           6.5 Proration
           6.6 Adjustments and Reimbursements

SECTION 7. TAXES
           7.1 Real Property Taxes
           7.2 Payment in Installments
           7.3 Right To Contest
           7.4 Personal Property Taxes
           7.5 Limitation on Tax Increases

SECTION 8. COMMON AREAS, FACILITIES AND SERVICES; OPERATING
           EXPENSES
           8.1 Initial Improvement of Parking and Other Areas
           8.2 Inclusion of Any Common Areas
           8.3 Preservation of Parking
           8.4 Definition of "Operating Expenses"
           8.5 Payment of Tenant's Share of Operating Expenses
           8.6 Limitations on Tenant's Share of Operating Expense
           8.7 Tenant's Right To Assume Duties
           8.8 Tenant's Examination or Audit of Charges

SECTION 9. UTILITIES

SECTION 10.ADVERTISING; PROMOTION; HANDBILLS

SECTION 11.USE OF THE PREMISES; TENANT'S LIMITED EXCLUSIVITY
           COMMITMENT
           11.1 Tenant's Permitted Use
           11.2 Appurtenant Rights
           11.3 No Exclusive; Unapproved Uses

SECTION 12.MAINTENANCE AND REPAIR OF
           PREMISES; ALTERATIONS AND SIGNS
           12.1 Repairs and Maintenance
           12.2 Alterations
           12.3 Signs

SECTION 13.INSURANCE; RESTORATION OF DAMAGE
           13.1 Tenant's Insurance
           13.2 Landlord's Insurance
           13.3 General Insurance Requirements
           13.4 Restoration of Damage to the Building
           13.5 Waiver of Claims and Subrogation

SECTION 14.INDEMNIFICATION BY PARTIES
           14.1 Indemnification by Tenant
           14.2 Indemnification by Landlord

SECTION 15.ESTOPPEL, SUBORDINATION, NONDISTURBANCE AND
           ATTORNMENT
           15.1 Estoppel Certificates
           15.2 Subordination, Nondisturbance and Attornment

SECTION 16.ASSIGNMENT AND SUBLETTING
           16.1 Restrictions on Transfer
           16.2 Reason for Any Disapproval Given
           16.3 Consent Generally
           16.4 Sublease to Operating Company

SECTION 17.CONDEMNATION
           17.1 Substantial Taking
           17.2 Partial Taking
           17.3 Arbitration Procedure
           17.4 Transfer in Lieu of Condemnation

SECTION 18.DEFAULT
           18.1 Tenant's Default
           18.2 Landlord's Default

SECTION 19.WARRANTY OF QUIET ENJOYMENT; SURRENDER OF PREMISES;
           HOLDOVER TENANCY
           19.1 Warranty of Quiet Enjoyment
           19.2 Ownership of Building; Surrender of Premises by
                Tenant
           19.3 Holding Over

SECTION 20.GENERAL PROVISIONS
           20.1  Successors
           20.2  Rules and Regulations
           20.3  Extensions or Forbearances by Parties
           20.4  Sale by Landlord
           20.5  Notice
           20.6  Cotenancy
           20.7  Investment Tax Credit
           20.8  Entire Agreement
           20.9  Interpretation and Use of Pronouns
           20.10 Caption and Section Numbers
           20.11 "Force Majeure" Delays
           20.12 Waiver
           20.13 Joint Obligation
           20.14 Time of the Essence
           20.15 Accord and Satisfaction
           20.16 Due Date
           20.17 Late Charge
           20.18 Cumulative Remedies
           20.19 Applicable Law and Construction
           20.20 Decision Making by Parties
           20.21 Attorneys' Fees
           20.22 Use Permitted
           20.23 Leasehold and Equipment Financing
           20.24 Authority
           20.25 Financial or Sales Information
           20.26 Reasonable Efforts to Mitigate
           20.27 Trash Dumpster
           20.28 Indemnification
           20.29 Disclaimers
           20.30 Effective Date of Lease
           20.31 Broker's Commission
           20.32 Recording
           20.33 Authorship
           20.35 Third Parties
           20.35 Temporary Space
           20.36 Limitations on Landlord's Liability

SECTION 21.HAZARDOUS SUBSTANCES
           21.1 Representations by Landlord
           21.2 Indemnity by Landlord
           21.3 Indemnity by Tenant
           21.4 Survival of Obligations
           21.5 Definitions of "Hazardous Substances" and Related
                Terms


Exhibits and Attachments

EXHIBIT A-1 Legal Description of the Premises
EXHIBIT A-2 Drawing or Plan of Shopping Center
EXHIBIT B   Site Plan
EXHIBIT C   Landlord's Work and Tenant's Work
EXHIBIT D   Rules and Regulations (if any) [NONE]
EXHIBIT E   Memorandum of Ground Lease
EXHIBIT F   Non-Disclosure Agreement
EXHIBIT G   Subordination, Non-Disturbance and Attornment
            Agreement [with Landlord's Lender or Lessor]
EXHIBIT H   Agreement by Landlord (Leasehold Financing Without
            Subordination) [with Tenant's Lender]
EXHIBIT I   Storefront Elevation and Pre-Approved Pylon Sign
            Location


SCHEDULE #1  Standard Landlord Supplied Site
             Specifications [Intentionally Deleted]
SCHEDULE #2  Standard Exclusions from Gross Sales
SCHEDULE #3  Standard Exclusions from Common Area Expenses
             [Intentionally Deleted]



GUARANTY  (If Applicable)


                      STANDARD GROUND LEASE



      This  Standard Ground Lease ("Lease") is made  and  entered
into this ____ day of February, 1998, by and between ALPHA GROUP,
L.L.C.,  a  _______________ limited liability  company,  and  its
successors  and  assigns  (as referenced below),  with  principal
offices  at  1209  North Walton Boulevard, Bentonville,  Arkansas
72712  ("LANDLORD"), and OCB REALTY CO., a Minnesota corporation,
with  principal offices at 10260 Viking Drive, Eden  Prairie,  MN
55344-7229 ("TENANT").

                      W I T N E S S E T H:

1.     PREMISES.   Landlord leases to Tenant, and  Tenant  leases
from   Landlord,   certain  land  ("PREMISES"),   consisting   of
approximately  43,189 square feet of gross land area,  the  legal
description of which is (or will be) attached hereto  as  EXHIBIT
A-1.  The Premises is part of a shopping center development known
as  the  Wal-Mart/Sam's Club Shopping Center ("SHOPPING CENTER"),
as  shown on EXHIBIT A-2 attached hereto, located at North Avenue
and  Railroad  Avenue in Northlake, Cook County,  Illinois  ,  on
which  Tenant  intends  to  build  a  building  (the  "BUILDING")
containing  approximately Nine Thousand One  Hundred  and  Eight-
three (9,183) square feet of gross leasable area, the location of
which  will  be as approximately shown on the site plan  attached
hereto as EXHIBIT B.

      For  purposes  of this Lease, (i) "LEASABLE AREA"  of  land
shall  be the gross land area that can be developed and used  for
building,  parking,  landscaping, sidewalks or  other  commercial
development  use,  (ii)  "LEASABLE AREA" of  buildings  shall  be
computed by measuring from the outside face of corridor walls  to
the  outside face of exterior walls and from the center  line  to
center line of demising walls, with no deduction or exclusion  in
the computation of leasable area by reason of interior partitions
or other interior construction or equipment, and (iii) the "GROSS
LEASABLE  AREA OF THE SHOPPING CENTER" shall be the  sum  of  the
leasable  areas  of  all  leasable  or  occupiable  portions   of
improvements within the Shopping Center (and with respect to  any
undeveloped  pads,  shall  include  the  maximum  building   area
permitted on the pad under applicable law and recorded covenants,
conditions and restrictions).

2.   TERM; COMMENCEMENT DATE.

      2.1   ORIGINAL  LEASE  TERM.  Unless  further  extended  as
provided herein, the term of this Lease ("LEASE TERM" or  "TERM")
shall be twenty (20) full Lease Years and any Partial Lease  Year
(as  defined  below), commencing with the Commencement  Date  (as
defined  below).  The "COMMENCEMENT DATE" will  be  the  date  on
which  each  of  the following has occurred:  (i)   Landlord  has
acquired   fee   title  to  the  Premises,  has   all   necessary
governmental approvals and Wal-Mart Approvals (as defined  below)
for  the creation of the Premises as a separate legal lot capable
of  commercial  development for the purposes set  forth  in  this
Lease (BUT WITHOUT any need for Landlord to pursue or obtain  the
building   permit  and  other  approvals  required  for  Tenant's
specific  plans  for  development  of  the  Premises),  and   has
tendered possession of the Premises to Tenant; and (ii) if  there
is  a  lender/mortgagee which has a lien that may be superior  in
priority  to  the  interest of Tenant under this Lease,  Landlord
shall  have  provided  Tenant  with an  executed  non-disturbance
agreement from the lienholder under any and all mortgages,  deeds
of  trust  and  superior lien interests, on terms and  conditions
reasonably  satisfactory to Tenant and such secured  party.   The
parties anticipate that the Commencement Date will be on or about
April 1, 1998.

     2.2  NOTICE OF TENDER; TARGET AND DROP DEAD DATES.  Landlord
shall  give  Tenant  written  notice  of  its  intent  to  tender
possession  of  the Premises to Tenant, not less than  seven  (7)
days  prior  to such tender of possession ("NOTICE  OF  TENDER").
Tenant will not be required to accept tender of possession before
the  Commencement  Date  or  April 1, 1998,  whichever  is  later
(sometimes  referred to below as the  "TARGET  DATE");  PROVIDED,
however, that (i) Tenant may, but will not be required to, accept
tender  of possession prior to the Target Date; and (ii)  if  for
any  reason such Notice of Tender is not given by the forty-fifth
(45th)  day after the Target Date (the "DROP DEAD DATE"),  Tenant
may  elect  to terminate this Lease without further liability  to
Landlord, upon written notice to Landlord at any time thereafter.
In  the  event  Landlord diligently pursues satisfaction  of  the
requirements  for tender of possession as stated in  Section  2.1
but  cannot reasonably satisfy such requirements (in its sole but
reasonable discretion) by the Drop Dead Date, any termination  of
this  Lease  by Landlord or Tenant will cause each  party  to  be
released  from any further obligation or liability to  the  other
hereunder;  provided, that if the agreement between Landlord  and
Sam's  for the purchase of the Premises by Landlord is assignable
or  Sam's  is  otherwise willing to consent to an  assignment  to
Tenant,  Tenant  may  elect to require that  Landlord's  purchase
agreement  with Sam's be assigned to Tenant if Tenant is  willing
to continue to pursue this project notwithstanding such Drop Dead
Date, so long as Tenant reimburses Landlord for any earnest money
or deposit under such agreement that by its terms may be credited
against  the  purchase price of the Premises and  Sam's  releases
Landlord   from   any  further  liability  under  such   purchase
agreement.

      2.3   OPTIONS  TO  EXTEND.   Tenant  shall  have  four  (4)
successive  options  (the  "EXTENSION OPTION(S)")  to  renew  and
extend  the Term for additional consecutive periods of  five  (5)
years  each  (each,  an "EXTENDED TERM").  The Extension  Options
shall  be  exercised  by  Tenant giving Landlord  written  notice
thereof  at least six (6) months prior to the end of the  initial
Term  or  previous Extended Term, as the case may  be;  PROVIDED,
that  Tenant's Extension Option(s) will not in any  event  expire
from  failure to exercise the same if Landlord does not  give  or
has  not  given an "Exercise Deadline Notice" (as defined below).
An "EXERCISE DEADLINE NOTICE" is a written notice given to Tenant
at  any  time within the last year of the Lease Term  stating  as
follows: "Pursuant to your Lease at Northlake, Illinois,  you  as
Tenant have until                           [state deadline  date
that  is  6  months before end of the current term] or until  ten
(10)  business  days after receipt of this letter,  whichever  is
later,  to exercise your option to extend the Lease Term  for  an
additional  5 year term and FAILURE TO DO SO WILL RESULT  IN  THE
LOSS  OF  YOUR  EXTENSION  OPTION(S) IN  THE  LEASE.   NOTICE  OF
EXERCISE  OF SUCH OPTIONS MAY BE GIVEN BY YOU AT ANY  TIME  AFTER
YOUR  RECEIPT OF THIS NOTICE, BUT MUST BE DELIVERED TO US BY SUCH
DEADLINE DATE TO OUR ADDRESS FOR NOTICES UNDER THIS LEASE,  WHICH
IS  AS FOLLOWS:                                       [state then
current  address  for  notices]."  During the  Extended  Term(s),
except  as  expressly  provided in  this  Lease,  all  terms  and
conditions of this Lease shall remain unamended and in full force
and effect.

3.    LEASE YEAR.  As used in this Lease, the "LEASE YEAR"  means
that portion of the Term consisting of the period from January  1
through December 31.  Any portion of the Term which is less  than
a Lease Year shall be a "PARTIAL LEASE YEAR."  The portion of the
Term  commencing  on  the Commencement Date  and  ending  on  the
following December 31 shall be the "FIRST PARTIAL LEASE YEAR."

4.    LANDLORD'S WORK.  Landlord warrants that the  Premises,  at
the  time  of  tender  of possession, will be  delivered  in  its
present  condition.   Except  as  so  provided  and  except   for
Landlord's   obligation  to  pursue  and  obtain  the   necessary
governmental  approvals for creation and commercial  use  of  the
Premises  as  described in Section 2.1, there is  NO  "Landlord's
Work."   After execution of this Lease, Landlord will  diligently
pursue  such  matters,  keep  Tenant informed  about  the  status
thereof,  and promptly advise Tenant of any anticipated delay  or
problem in satisfying the requirements under Section 2.1  by  the
Target Date,  in accordance with the provisions of this Lease.

5.    TENANT'S WORK.  Upon Landlord's tender of possession of the
Premises  consistent with Sections 2.1 and 2.2 above and Tenant's
receipt   of  Landlord's  approval  of  Plans  and  of  necessary
governmental permits and approvals, as referenced in the attached
EXHIBIT  C,  Tenant, at its sole cost and expense, will  promptly
commence  construction of its building and  related  improvements
("BUILDING")  and installation of fixtures, equipment  and  other
items of "Tenant's Work" as identified on the attached EXHIBIT  C
("TENANT'S  WORK"),  and shall diligently  pursue  such  work  to
completion.  So long as Non-Disclosure Agreements are executed as
provided  in  section 4 of the attached EXHIBIT C  (in  the  form
attached  as  EXHIBIT F), Tenant shall submit  to  Landlord,  for
review  and  approval by Landlord and Sam's West, Inc.  ("SAM'S")
(and,  if required by the WalMart Agreements, Wal-Mart), Tenant's
drawings  showing  the  Building  and  site  improvements  to  be
constructed  by  Tenant, including the site plan,  grading  plan,
landscaping   plan,  floor  plan,  parking  plan  and   necessary
elevations,  before submitting the same to the City of  Northlake
(the "CITY") for permits.  Tenant will also provide to Landlord a
good  faith  estimate of the total costs of construction  of  the
Building  (excluding furniture, fixtures and  equipment  ("FF&E")
which Tenant is entitled to remove at the end of the Lease term).
The  Building, site improvements and other items of Tenant's Work
will  be constructed by Tenant at its sole expense (subject  only
to  the  provisions  of  the attached EXHIBIT  C  concerning  the
Construction Allowance).

      Upon  Tenant's  or  its  employees, agents  or  contractors
entering  the  Premises prior to the Commencement  Date  for  any
purpose   (including  without  limitation,  the  performance   of
Tenant's Work), all covenants and conditions of this Lease  shall
apply to the parties as if the Term had begun at such time,  with
the  exception of provisions as to Minimum Rent, Percentage Rent,
Additional  Rent and any other charges payable by  Tenant,  which
shall  go  into  effect  as  of the Commencement  Date,  even  if
Tenant's   Work   is  not  completed;  PROVIDED,   however,   the
Commencement  Date for the Term and for rental obligations  shall
be  delayed by one (1) day for each day, if any, that  Tenant  is
delayed in the performance or completion of Tenant's Work by  the
actions or inactions of Landlord.

6.   RENT.

      6.1   MINIMUM  RENT.  From and after the Rent  Commencement
Date  (as  defined  below), and continuing throughout  the  Term,
except  as  otherwise set forth herein, Tenant agrees to  pay  to
Landlord,  without demand, a guaranteed rental  ("MINIMUM  RENT")
equal to the following amounts per annum:

     First Partial Lease Year and Lease Years 1 through 5   $  130,000
     Lease  Years  6  through   10                          $  143,000
     Lease  Years  11  through   15                         $  157,300
     Lease   Years   16  through   20                       $  173,030
     First Extended Term (Lease Years 21 through 25)        $  190,333
     Second  Extended Term (Lease Years 26 through  30)     $  209,366
     Third Extended Term (Lease Years 31 through 35)        $  230,303
     Fourth  Extended Term (Lease Years 36 through  40)     $  253,333

      The  "RENT COMMENCEMENT DATE" will be:  (i)  the day Tenant
opens  the  Premises for business,  or (ii) September  28,  1998,
whichever comes first.  Promptly following the Commencement Date,
Landlord  and Tenant shall enter into and record a memorandum  of
this  Lease  as set forth in Section 20.32 of this Lease.  Tenant
will  notify Landlord as soon as reasonably practicable prior  to
the  Commencement Date as to Tenant's estimated date for  opening
for  business at the Premises, and will promptly notify  Landlord
as  to the actual opening date for business at the Premises, when
it occurs.

       The  Minimum  Rent  shall  be  payable  in  equal  monthly
installments  of one-twelfth of the annual Minimum  Rent,  on  or
before  the  first day of each month in advance  to  Landlord  at
Landlord's address as specified above, or at such other place  as
Landlord  may  from  time to time designate in  writing,  without
deductions  or  setoff whatsoever, except  as  provided  in  this
Lease.   For Partial Lease Years or partial lease months, Minimum
Rent  shall be prorated as provided in Section 6.5 of this Lease.
Minimum Rent shall be adjusted based on the actual leasable  area
of  the Premises, with any such change being effective the  first
day  of  the  first  calendar month following the  date  of  such
change;  PROVIDED, however, in no event shall the  total  Minimum
Rent  for  any  period of the Term be more than the  amounts  set
forth above, respectively.

      6.2   PERCENTAGE  RENT.  In addition to  the  Minimum  Rent
provided for in Section 6.1 of this Lease, Tenant agrees  to  pay
percentage  rent  ("PERCENTAGE RENT") to Landlord  in  an  amount
equal to two percent (2%) of Gross Sales (as defined below) for a
particular  Lease  Year in excess of the following  amount  (also
referred  to  as  a  "BREAKPOINT") for  the  Lease  Year  in  the
following time periods:

     First Partial Lease Year and Lease Years 1 through 5   $  3,200,000
     Lease  Years  6  through   10                          $  3,400,000
     Lease  Years  11  through   15                         $  3,600,000
     Lease   Years   16  through   20                       $  3,800,000
     First Extended Term (Lease Years 21 through 25)        $  4,000,000
     Second  Extended Term (Lease Years 26 through  30)     $  4,200,000
     Third Extended Term (Lease Years 31 through 35)        $  4,400,000
     Fourth  Extended Term (Lease Years 36 through  40)     $  4,600,000

      For  Partial  Lease  Years  or partial  lease  months,  the
calculation  of  Percentage  Rent and the  applicable  Breakpoint
shall  be prorated as provided in Section 6.5 of this Lease.   As
used in this Lease, the term "GROSS SALES" means the gross amount
received  by  Tenant from all orders placed and filled,  and  all
sales  and  services made or rendered, in or from  the  Premises,
whether  for cash or credit.  There shall be excluded from  Gross
Sales the items described on the attached SCHEDULE #2.

      6.3   TIMING  AND PAYMENT OF PERCENTAGE RENT;  GROSS  SALES
REPORTS.   Percentage  Rent  shall be due  and  payable  annually
within forty-five (45) days after the end of the applicable Lease
Year.   Concurrently with the payment of Percentage Rent,  Tenant
shall  deliver  a  report of its Gross Sales for  the  applicable
Lease  Year.   Such  report shall be certified by  an  authorized
employee  of  Tenant and kept in accordance with  Tenant's  usual
accounting   practices.   If  Landlord  requires  an   audit   or
examination of Tenant's records of Gross Sales pertaining to  the
Premises,  Tenant  will make available to Landlord,  at  Tenant's
corporate  or principal accounting office, all of Tenant's  books
and  records necessary to accomplish the audit.  Landlord's right
to  audit or examine such records shall be limited to the current
Lease  Year  and the immediately preceding Lease Year,  and  such
right  may  be  exercised by Landlord only one (1)  time  in  any
consecutive twelve (12) month period.

      6.4   ADDITIONAL  RENT.  Tenant shall pay to  Landlord,  as
additional  rent  ("ADDITIONAL RENT"), during the  Term  and  any
extensions thereof, its allocated share of Taxes (as provided  in
Article  7  below) and Tenant's Proportionate Share  of  Shopping
Center  Expense (as defined below).  Tenant shall  pay  all  sums
required  to  be paid as Additional Rent directly to Landlord  at
the place where the Minimum Rent is payable, without deduction or
setoff except as provided in this Lease.

      As used in this Lease, "TENANT'S PROPORTIONATE SHARE" means
the allocated share of any expenses which, under the terms of the
Wal-Mart  Agreements (as defined below) or any other  encumbrance
on  the  Premises  approved  by  Tenant,  are  allocated  to  the
Premises.

      6.5  PRORATION.  Whenever this Lease provides that payments
of  Minimum  Rent,  Percentage Rent or Additional  Rent,  or  any
limitation thereon are to be prorated (the "PRORATED SUM"), for a
Partial Lease Year, the Prorated Sum shall be prorated at a  rate
of one-twelfth of the yearly sum scheduled for that Partial Lease
Year  for  each month, and for a partial lease month the Prorated
Sum  shall be prorated at a rate of one-thirtieth of the  monthly
Prorated Sum, for each day, and shall be payable, in advance,  on
the first day of the partial lease month.

      6.6   ADJUSTMENTS AND REIMBURSEMENTS.  Any adjustment to  a
required  monthly installment of Additional Rent  shall  be  made
after thirty (30) days' advance notice stating the amount of  the
adjustment, how it was calculated and allocated, and  such  other
information  about the costs incurred by Landlord as  Tenant  may
reasonably require.  No adjustment will be made retroactively for
any period or expense more than eighteen (18) months prior to the
date  of  the  adjustment.  Landlord  will  promptly  respond  to
reasonable   requests   for  reasonable   back-up   documentation
concerning adjustments and reimbursements required hereunder.

7.   TAXES.

      7.1   REAL PROPERTY TAXES.  During the Term (including  any
Extended  Terms), Tenant will pay or cause to be paid,  prior  to
delinquency,  its allocated share (as set forth in  this  Section
7.1)  of real property taxes and assessments ("TAXES") levied  or
assessed  against the Premises, the Building and all improvements
on  the Premises.  Taxes will be prorated between the parties for
any  partial  year  at the commencement and expiration  or  other
termination of this Lease.  The Premises are (or will  be  placed
into)  a  separate  tax  lot,  and  Tenant  will  pay  the  taxes
attributable to such tax lot as its allocated share.

      If the Premises at any time is not a separate tax lot, then
Tenant  will be responsible for paying to its allocated share  of
Taxes  levied  or assessed against the tax lot that includes  the
Premises,  based on the assessed values of land and  improvements
shown  in  the  tax statement for the tax lot that  includes  the
Premises.   Tenant's allocated share of Taxes pertaining  to  the
land  will be based on the area of the Premises compared  to  the
entire  area covered by the tax statement, and Tenant's allocated
share  of Taxes pertaining to improvements will be based  on  the
assessed  value of Tenant's improvements on the Premises compared
to  the  assessed value of all improvements covered  by  the  tax
statement.   Tenant will pay its allocated share of Taxes  within
thirty  (30) days after the date such Taxes are due to the taxing
authority so long as Tenant has received Landlord's notice of the
amount due from Tenant, including a copy of the tax statement and
a  written  summary of how Tenant's allocated share was computed.
If assessed values for land and/or improvements are not available
from  the county assessor's office, then Tenant's allocated share
of  Taxes  will  be  determined in the same  manner  as  Tenant's
Proportionate Share pursuant to Section 6.4.

      7.2  PAYMENT IN INSTALLMENTS.  If the Taxes (including  any
special  assessments  or local improvement district  assessments)
are  payable in installments, only installments coming due during
the   Term   (including  any  Extended   Terms)   will   be   the
responsibility  of  Tenant under this Lease.  If  either  party's
consent is required to cause the bonding of any assessment or  to
contest  any  taxes, the party will not unreasonably withhold  or
delay its consent upon request.  Landlord warrants and represents
to  Tenant that, to the best of Landlord's knowledge, neither the
Shopping  Center nor the Premises are presently  subject  to  any
assessments, and to the best of Landlord's knowledge,  there  are
no assessments presently contemplated to come into effect against
the  Shopping  Center or the Premises during  the  Term  of  this
Lease.

      7.3  RIGHT TO CONTEST.  Tenant will be permitted to contest
any  levy  of  Taxes or any lien or other charge on the  Premises
claimed or asserted by any party other than Landlord, if  a  good
faith  dispute exists as to the amount or the obligation to  pay.
If  the  Premises  are  subjected  to  a  lien  as  a  result  of
nonpayment,  Tenant shall provide to Landlord, upon  its  demand,
such  security  or assurances reasonably acceptable  to  Landlord
that  Tenant  can  and will satisfy the lien  before  enforcement
against the Premises.

      7.4   PERSONAL  PROPERTY TAXES.  Tenant shall  pay,  before
delinquency,  all  personal property taxes assessed  against  its
leasehold  improvements,  FF&E,  inventory  and  other   personal
property on the Premises.

      7.5   LIMITATION ON TAX INCREASES. [This Section  has  been
intentionally deleted by the parties.]

8.   COMMON AREAS, FACILITIES AND SERVICES; OPERATING EXPENSES.

      8.1   INITIAL  IMPROVEMENT  OF  PARKING  AND  OTHER  AREAS.
Landlord's responsibility with respect to the Premises will be to
deliver the Premises as described in Sections 2.1 and 4, and will
not  include the need to do any improvements within the  Premises
or  Shopping Center.   Tenant will be responsible for improvement
of  parking  and  improvements  within  the  Premises,  including
paving,  curbs,  sidewalks, lights, landscaping,  pedestrian  and
parking  areas,  and  related  land  and  site  improvements,  in
accordance  with the requirements of this Lease and the  attached
EXHIBITS B AND C.

     8.2  INCLUSION OF ANY COMMON AREAS.  Pursuant to the WalMart
Agreements   (as  referenced  below),  Tenant  and  its   agents,
employees,  customers  and  invitees shall  have  the  reasonable
nonexclusive  right,  in common with others within  the  Shopping
Center,  to  use  such  landscape areas,  sidewalks,  accessways,
roadways, and other common areas and facilities as may from  time
to  time exist and be generally available to all occupants of the
Shopping Center  (the "COMMON AREAS") (subject to Tenant's  right
of  exclusive  use  of the loading docks, entry  and  circulation
space   and  any  parking  within  the  Premises).   The  parties
recognize  that  Landlord is acquiring and  will  hold  only  the
Premises and does not intend to acquire or own other portions  of
the  Shopping  Center, which are leased or owned by Wal-Mart  and
Sam's,  and  that  Landlord's (and Tenant's) rights  to  use  any
Common  Areas are subject to the terms of, and as set  forth  in,
the  WalMart Agreements.  Landlord agrees that it will:  (i)  not
take  any  action to amend, waive or impair (or fail to take  any
action  reasonably required to preserve) Tenant's rights  of  use
under  the  WalMart Agreements, (ii) to the extent of  Landlord's
rights (if any) under the WalMart Agreements to require the same,
will require that any work being done on the Common Areas will be
performed  in a good and workmanlike manner designed to  minimize
any  interference with the enjoyment and use of the Common Areas;
and  (iii) to the extent of Landlord's rights (if any) under  the
WalMart Agreements to grant or deny consent to the same, will not
consent  to  any such action to be undertaken if it would  impair
access  to  the  Premises  from          North  Avenue,  Railroad
Avenue and Lake Street, or the visibility of the Premises or  its
signs from North Avenue, Railroad Avenue and Lake Street, or make
the  Premises  less  attractive or  interfere  in  any  way  with
Tenant's business in the Premises, cause additional structures to
be  constructed on top of the Premises, cause the  relocation  of
the  Premises or its access, or reduce, interfere, change the use
of,  or  build  or  construct  any  improvements  (temporary   or
permanent) upon the Premises or within the fifteen (15) spaces on
the  Wal-Mart Property that Tenant is entitled to use for parking
pursuant  to the WalMart Agreements, or reduce the parking  ratio
of the Shopping Center below the current parking ratio.

       Notwithstanding  the  foregoing,  Landlord  will  NOT   be
responsible for enforcing the WalMart Agreements and may  satisfy
its  obligations  under  the  foregoing  sentence  by  doing  the
following: (i) if any matter under the WalMart Agreement requires
Landlord's  consent  or approval or other action  or  WalMart  of
Sam's   otherwise  request  such  consent,  approval  or  action,
Landlord  will  promptly  forward to Tenant  the  information  in
Landlord's possession showing the matter requiring such  consent,
approval  or other action; (ii) if Tenant approves or disapproves
the  matter  or  otherwise  notifies Landlord  in  writing  after
receipt  of  such  matter  as to the  action  that  Tenant  wants
Landlord (or the third party requesting such consent, approval or
other  action) to take, Landlord will promptly forward a copy  of
Tenant's letter or notice to the third party and state that  such
letter  states Landlord's response to the matter;  and  (iii)  in
furtherance of the foregoing, Landlord hereby grants to Tenant  a
power  of attorney, coupled with an interest, to deliver  notices
in  response to requests for consent or approval or other action,
in  Landlord's name, place and stead but solely at Tenant's  (NOT
Landlord's)  expense, which will be binding  on  Landlord  as  to
matters  that  concern  (or  are restricted  under)  the  WalMart
Agreements  or  any  matter restricted under  this  Section  8.2;
PROVIDED,  that  (a)  Landlord's  reasonable  approval  will   be
required,  and Tenant agrees that it will not utilize such  power
of  attorney,  during any period in which Tenant  is  in  default
under  this  Lease (after expiration of applicable notice  and/or
grace  periods);  (b)  Tenant will promptly  forward  a  copy  to
Landlord  of  any such notice or other action under which  Tenant
uses   such  power  of  attorney;  and  (c)  Tenant  will  obtain
Landlord's  approval  of  any Material Financial  Obligation  (as
defined below) that might be binding on the Premises.

      Landlord will NOT in any event be required to approve,  nor
will  Tenant use its power of attorney to agree to, any  work  or
financial obligation exceeding six (6) months' Minimum Rent under
this  Lease (a "MATERIAL FINANCIAL OBLIGATION") which  would,  if
not  paid by Tenant, constitute a lien against the Premises  that
would  be  binding on the Premises notwithstanding any expiration
or  other termination of this Lease, and is not payable by Tenant
in a single assessment or over a period not exceeding twelve (12)
months.

      Subject to Tenant's ability to obtain governmental  permits
and  approvals and subject to any required consents from Wal-Mart
and   Sam's,   Landlord  approves  the  conceptual  drawings   or
preliminary site plan attached hereto as EXHIBIT B, including the
buildable areas, parking lot layouts, receiving areas and parking
ratios presently existing within the Shopping Center.

      8.3   PRESERVATION  OF PARKING.  Pursuant  to  the  WalMart
Agreements, Tenant will have the exclusive right of  use  of  all
parking developed within the Premises, and will have the right of
use  (on  a "first come, first served" basis) of fifteen  parking
spaces within the WalMart Property.

       8.4    DEFINITION  OF  "OPERATING  EXPENSES."    The  term
"OPERATING EXPENSES" as used herein shall mean costs and expenses
in operating, cleaning, equipping, protecting, lighting, heating,
air  conditioning, insuring, repairing and maintaining the Common
Areas of the Shopping Center, if any, to the extent allocable  to
the  Premises  pursuant to the WalMart Agreements  or  any  other
encumbrance on the Premises approved by Tenant.

      8.5   PAYMENT  OF  TENANT'S SHARE  OF  OPERATING  EXPENSES.
Tenant agrees to pay, as Additional Rent subject to Sections  8.6
and  8.7  below, the Operating Expenses allocable to the Premises
during  the  Term  and any extension thereof ("TENANT'S  SHOPPING
CENTER EXPENSE").   Landlord will promptly deliver to Tenant  all
budgets, invoices and other communications of any kind concerning
any Operating Expenses, or at Tenant's option, will require third
parties   to   deliver   such   budgets,   invoices   and   other
communications directly to Tenant.

      8.6   LIMITATIONS  ON TENANT'S SHARE OF OPERATING  EXPENSE.
[This Section has been intentionally deleted by the parties.]

     8.7  TENANT'S RIGHT TO ASSUME DUTIES. [This Section has been
intentionally deleted by the parties.]

      8.8   TENANT'S EXAMINATION OR AUDIT OF CHARGES.  No payment
by  Tenant  with  respect  to Taxes or Tenant's  Shopping  Center
Expense  shall  derogate Tenant's rights to request documentation
and  to  examine or audit the books and records of  Landlord,  if
any,  kept  in connection with the Taxes and Operating  Expenses.
Landlord  agrees  to  make such books and  records  available  to
Tenant.   If any such examination or audit shows that Taxes  paid
to   Landlord  or  Tenant's  Shopping  Center  Expense  has  been
overstated  by  more  than  three percent  (3%),  Landlord  shall
immediately pay to Tenant the reasonable cost of such examination
or  audit, and in any event shall remit the total amount of  such
overstatement.

9.    UTILITIES.   All utilities (including, without  limitation,
gas,  water,  telephone,  and electricity)  shall  be  separately
metered  to  the Premises.  Tenant shall pay all utility  charges
for  utilities  to  the Premises from and after the  Commencement
Date.

10.   ADVERTISING; PROMOTION; HANDBILLS.  Nothing in  this  Lease
shall   require  Tenant  to:   (i)  participate  in   any   joint
advertising  or promotional event; (ii) become a  member  of  any
merchants  association or promotion fund concerning the  Shopping
Center;  or  (iii) contribute any funds whatsoever  to  any  such
merchant's association or promotional fund.

11.    USE   OF   THE  PREMISES;  TENANT'S  LIMITED   EXCLUSIVITY
COMMITMENT.

      11.1 TENANT'S PERMITTED USE.  The Premises shall be used as
a  restaurant, which may, at the option of Tenant and subject  to
applicable  laws  and  governmental  regulation,  serve  alcohol.
Tenant shall conduct its business at the Premises under the trade
name  "Old  Country Buffet," "HomeTown Buffet" or any other  name
used  by  Tenant  for its restaurants; except in instances  of  a
permitted assignment or sublease, or upon the written consent  of
Landlord,  which  consent shall not be unreasonably  withheld  or
unduly  delayed.  Landlord represents and warrants that,  to  the
best of Landlord's information and knowledge, Tenant's use of the
Premises  in  no  way conflicts with the uses of,  or  agreements
with,  other  tenants/occupants in the Shopping  Center.   Tenant
will not, however, use, or permit the use of, the Premises for  a
tavern  or  bar (defined as any establishment that  derives  more
than  fifty percent (50%) of its gross revenue in any  year  from
the  sale of alcoholic beverages), dance hall, adult book  store,
movie   theater,  bowling  alley,  discount  rack   shoe   store,
automotive   maintenance  facility  engaged  in  quick   lube/oil
changes,  or  any other business whose principal revenues  (i.e.,
more than 50% of gross revenues in any year) are from the sale of
alcoholic   beverages,   amusement  or   non-restaurant   related
entertainment (PROVIDED, that this restriction will not be deemed
applicable to a sit-down restaurant where alcoholic beverages and
entertainment are secondary to the primary restaurant  operation,
such  as  "TGI  Friday's" or "Damon's - The Place for  Ribs"  and
similar operations).

      11.2 APPURTENANT RIGHTS.  Subject to any limitations in  or
the provisions of the WalMart Agreements or any other encumbrance
on  the  Premises approved by Tenant, if applicable  to  Tenant's
rights  of  use, the parties agree that Tenant's  rights  of  use
under  this  Lease,  which are appurtenant to Tenant's  leasehold
estate  and  included in this Lease, include, without limitation,
the  following:  (i) full and unimpaired access to the  Premises,
which rights of access are at the two (2) points shown (or to  be
shown)  on  the Site Plan attached as Exhibit B and are  directly
onto  publicly  dedicated streets which have  been  accepted  for
maintenance  by  the  City/County/State;  (ii)  the   rights   of
exclusive use of any parking spaces within Tenant's Premises  for
Tenant's  customers, invitees and employees; (iii) the rights  of
exclusive use of the loading docks, entry, and circulation  space
within  Tenant's Premises for Tenant's use; (iv)  the  rights  of
access to light and air and nonexclusive rights to use all public
and  private  utility  lines serving the Premises;  and  (v)  the
rights  of  nonexclusive use of any Common Areas in the  Shopping
Center.

      11.3  No Exclusivity; Unapproved Uses.   Landlord does  not
own any other portion of the Shopping Center and does not promise
or  commit  that  there will not be other uses  in  the  Shopping
Center  that  may compete with Tenant's business.  In  the  event
that Landlord acquired other portions of the Shopping Center  (in
addition  to  the  Premises)  or at any  point  any  other  party
requests Landlord's consent or approval for the operation  within
the  Shopping  Center of another buffet-style  restaurant,  or  a
cafeteria   or   cafeteria-style  restaurant  or  a  family-style
restaurant,  or so-called "home-meal replacement" business  (such
as  by  way  of example and not in limitation, the type  of  food
operation operated by Boston Chicken, Inc./Boston Market, Cracker
Barrel Corner Market, Eatzi's, and/or Kenny Rogers Roasters),  or
the  operation of a salad bar(s) or buffet(s) at other facilities
within the Shopping Center whose primary marketing orientation is
not   that   of  a  buffet-style,  cafeteria  or  cafeteria-style
restaurant,  or  (with  respect to any portion  of  the  Shopping
Center within 400 feet of the front entrance of the Premises)  as
a  child-oriented  play/amusement center  (such  as,  by  way  of
example  and  not  in limitation, the type of  centers  presently
operated by Discovery Zone, Leaps & Bounds or Fandangles), or  an
establishment serving alcohol, a theater, or a health  club  (the
"UNAPPROVED  USES"), Landlord will not consent to or approve  any
such Unapproved Use and grants a power of attorney to Tenant,  on
the  same  basis and subject to the same conditions as stated  in
Section 8.2, to consent or deny consent or approval or take other
actions, at Tenant's expense, in response to any requested action
of   Landlord  from  third  parties  with  respect  to  any  such
Unapproved Use.

12.  MAINTENANCE AND REPAIR OF PREMISES; ALTERATIONS AND SIGNS.

      12.1 REPAIRS AND MAINTENANCE.   Tenant shall keep (or cause
to  be  kept)  the Premises and the Building and all improvements
within  the Premises at all times in a neat, clean, and  sanitary
condition, reasonably keep (or cause to be kept) the glass of all
windows and doors clean and presentable, and reasonably keep  (or
cause  to  be  kept)  such Building in a good  state  of  repair.
Tenant  will reasonably maintain and repair the walls,  roof  and
other  structural components and building systems of the Building
and  will  be  responsible  for repair  and  maintenance  of  the
interior  portion  of  the  Building and  all  painting,  exposed
electrical, plumbing and other utility systems, doors, glass  and
all  of Tenant's personal property.  Tenant shall reasonably keep
(or  cause  to  be  kept)  the outside doors  and  their  closure
apparatus  and mechanisms in good condition, replace all  cracked
or  broken glass, and reasonably protect the sprinkler system and
all  pipes  and  drains so that they will not  freeze  or  become
clogged.   Tenant  shall  also reasonably maintain,  operate  and
repair  the  utility systems within the Building,  including  the
cost  of connection to the utility distribution systems.   Tenant
will keep its entrances to the Building free from snow and ice.

      12.2 ALTERATIONS.  Tenant may install signs, machinery  and
personal  property and make such alterations and improvements  to
the   Building  (after  its  construction)  as  Tenant  may  deem
advisable;   PROVIDED,   that  Tenant  will   obtain   Landlord's
reasonable approval of any major structural alteration that would
diminish  the value or utility of the Premises or conflict  with,
or  require  approval under, the WalMart Agreements.   Structural
additions  and  structural improvements (excluding  Tenant's  own
FF&E,  signs and other personal property) shall at once become  a
part  of  the realty and upon expiration or termination  of  this
Lease shall belong to Landlord and shall be surrendered with  the
Premises,  EXCEPT as otherwise approved in writing  by  Landlord.
All  alterations and improvements shall be made  in  a  good  and
workmanlike  manner  and in compliance with applicable  laws  and
ordinances,  including the limitations imposed by local  building
laws and governmental requirements.

      12.3  SIGNS.  Tenant may, in its discretion and subject  to
applicable laws and ordinances and subject to the need to  obtain
approval from Sam's, install and maintain  its standard  sign  on
the                   architecturally                   prominent
front  sign  band  and  side  of the Premises  with  individually
illuminated  letters  of  at least forty-eight  (48")  inches  in
height  (excluding ascending and descending character  elements).
Tenant  is not being granted, by this Lease, any right  to  place
signage  on the Shopping Center pylon sign (which belongs  solely
to  Wal-Mart).  Tenant shall have the right to apply to the  City
for Tenant's own pylon sign, to be located in a location approved
by  Wal-Mart  pursuant  to  the WalMart Agreements;  the  parties
anticipate that such pylon sign will be in the location and be as
described  in the drawings attached as EXHIBIT I, but any  change
in  such location or such sign that is approved both by the  City
and  by Wal-Mart will not require further approval from Landlord.
Subject to City approval, Tenant may hang professionally prepared
"coming soon" and "now open" banners on the front and side of the
Building within sixty (60) days before and after its opening  for
business  and/or  erect a temporary street  monument  within  the
Premises.  Subject to the need to obtain City approval and  Sam's
approval  (and/or Wal-Mart approval, if required under  the  Wal-
Mart   Agreements),  Tenant  will  be  allowed  maximum   signage
permitted by applicable law

13.  INSURANCE; RESTORATION OF DAMAGE.

      13.1  TENANT'S  INSURANCE.  Tenant agrees to  purchase,  in
advance, and to carry in full force and effect during the Term of
this  Lease  and any extension thereof, at its sole expense,  the
following insurance:

                     (i)  Property insurance against loss by fire
               and   other   hazards  covered  by  the  so-called
               "all-risk"   or  "special  form"  policy,   on   a
               replacement cost basis and in an amount sufficient
               to  avoid application of any co-insurance  clause,
               covering the Building.

                     (ii)  Commercial general liability insurance
               (on   an   Insurance  Services  Office   form   or
               equivalent)  covering  all  acts  of  Tenant,  its
               employees, agents, representatives and  guests  on
               or  about the Premises, in a combined single limit
               amount  of not less than Three Million and  No/100
               Dollars   ($3,000,000.00),  which   policy   shall
               include,  but  not  be limited  to,  coverage  for
               Bodily Injury, Property Damage, Personal Liability
               and   Contractual  Liability  (applying  to   this
               Lease).

                     (iii)   Such  property insurance on Tenant's 
               own FF&E, inventory and other personal property of 
               Tenant as Tenant determines to be appropriate.

                      (iv)   In  the event Tenant serves  alcohol  
               on the  Premises,  so-called "dramshop"  insurance  
               in  an  amount consistent with industry standards.

      Tenant may self insure with respect to plate glass.   Where
applicable,  Tenant  may maintain reasonable deductibles  on  the
insurance  required  by  this  Section  13.1.   All  of  Tenant's
insurance  required to be furnished pursuant to Section  13.1(ii)
shall  name  Landlord as an additional insured to the  extent  of
Tenant's  indemnification obligations set forth in Section  14.1.
So  long  as Tenant (and/or the Guarantor,  Buffets, Inc.,  which
may  be  providing  the insurance coverages required  under  this
Lease  for  the benefit of Landlord and Tenant) maintains  a  net
worth  of  at least $100,000,000, Tenant will not be required  to
name    Landlord   as   an   additional   insured   on   Tenant's
property/casualty insurance covering the Building (PROVIDED, that
the property/casualty policy permits Tenant to waive subrogation,
as  provided by this Lease), nor will Tenant be required to  name
Landlord  as  loss payee on Tenant's property/casualty  insurance
covering  the  Building.  If at any time such net worth  if  less
than  $100,000,000 or the policy does not permit Tenant to  waive
subrogation,  then Tenant shall name Landlord  as  an  additional
insured   on   such  property/casualty  insurance  covering   the
Building.    If  at  any  time  such  net  worth  is  less   than
$100,000,000,  then  the  loss payee  on  such  property/casualty
coverage  on the Building will be "Landlord and Tenant, as  their
respective  interests  may  appear."  Tenant's  property/casualty
coverage  on the Building will cover the entire Building  and  be
maintained  by Tenant throughout the Lease term, for the  benefit
of  both  Landlord's  and Tenant's interests  therein.   Tenant's
coverages  will  be  primary  (and  any  coverage  maintained  by
Landlord will be secondary and solely for Landlord's benefit,  if
Landlord  elects  to maintain any coverages).   All  of  Tenant's
insurance  shall provide for thirty (30) days written  notice  to
Landlord  prior to cancellation or non-renewal.  Certificates  of
all such insurance shall be delivered to Landlord at least thirty
(30)  days  prior to the termination date of any existing  policy
and  upon written request by Landlord.  If Tenant fails to comply
with    the    requests    of   this   Section    13,    Landlord
may,  but  shall not be obligated to, obtain such  insurance  and
keep the same in effect and Tenant shall pay Landlord the premium
therefor  upon  demand until such time that Tenant conforms  with
its insurance requirements set forth above.

       13.2   LANDLORD'S  INSURANCE.  [This  Section   has   been
intentionally  deleted.   There is no insurance  required  to  be
maintained by Landlord.]

      13.3  GENERAL  INSURANCE REQUIREMENTS.   If  any  insurance
required  hereunder ceases to be available, or  is  available  on
terms  so unacceptable that prudent landlords or tenants, as  the
case  may be, generally do not carry such insurance, then in lieu
of  such  insurance  the  pertinent  party  may  carry  the  most
comparable insurance which is available and generally carried  by
prudent  parties.  All policies of insurance required under  this
Article  13  may be in the form of blanket or umbrella  policies.
Further,  all  insurance required hereunder shall  be  issued  by
financially responsible insurers.  An insurer with a current A.M.
Best  Company  rating  of at least A:VII  shall  be  conclusively
deemed to be acceptable.

      13.4 RESTORATION OF DAMAGE TO THE BUILDING.  Subject to the
provisions  of  the  following paragraph, in  the  event  of  any
casualty  to the Building on the Premises, Tenant shall  use  the
insurance  proceeds  to  alter, repair, demolish,  construct  new
improvements  on,  restore or replace the  damaged  or  destroyed
Building,  as  Tenant  may  elect in its  discretion.   Costs  of
restoration will not exceed the net insurance proceeds available.
The  Minimum Rent shall not be abated.  If fire or other casualty
during  the  last  three  (3) years of the  Term  or  during  any
Extended  Term  causes  damage  to  the  Building  in  an  amount
exceeding   twenty  percent  (20%)  of  its  full   construction-
replacement  cost, Tenant may elect to terminate  this  Lease  by
giving  written  notice of such termination  to  Landlord  within
sixty  (60) days following the date of damage, in which case  any
insurance  proceeds (plus any deductible or self-insured  amount)
shall be paid to Landlord.

      The proceeds of Tenant's property/casualty insurance on the
Building and improvements which by the terms of this Lease  would
revert  to  Landlord on expiration or other termination  of  this
Lease  (excluding Tenant's FF&E and other items  that  Tenant  is
permitted  to remove pursuant to this Lease) that are payable  on
account  of  the casualty (plus the amount of any  deductible  or
self-insured retention level, which will be paid by Tenant)  will
be   the   "Restoration   Fund."   Reconstruction   may   include
reconstruction of the improvements and/or demolition,  alteration
and  construction by Tenant of additional improvements and  other
alterations of the Premises, to be approved by Landlord  pursuant
to  this  Lease, to the extent appropriate to permit continuation
of  Tenant's business operation on the Premises.  The Restoration
Fund will be made available to pay the costs of such.  So long as
Tenant  is not then in default under this Lease, Tenant will  not
be   required  to  obtain  Landlord's  approval  as  to  Tenant's
settlement  with  its insurer of the casualty claim,  but  Tenant
will keep Landlord informed as to the status of settlement of the
claim  for  any  casualty  to the Building  and/or  improvements.
HOWEVER, IF THE COST OF RESTORATION OF THE CASUALTY WOULD  EXCEED
FIVE  PERCENT (5%) OF THE THEN REPLACEMENT COST OF THE  BUILDING,
then  Tenant agrees that the entire Restoration Fund will treated
as  escrowed funds and shall be deposited at a neutral depository
account  at  a  financial  institution  selected  by  Tenant  and
reasonably  acceptable  to Landlord (the  "DEPOSITORY  ACCOUNT").
Draws  from  the  Depository Account may be made  only  with  the
reasonable  written consent of Landlord and shall be  handled  in
the  same  manner  as construction draws on a construction  loan.
Tenant will submit plans, obtain Landlord approvals of the  work,
and  otherwise  comply  with  all provisions  of  this  Lease  in
connection  with the performance of the restoration work.   Draws
from  the  Depository Account will be subject  to  a  10  percent
holdback until completion of the work.

           Tenant  will  not be required to incur costs  for  the
restoration in excess of the Restoration Fund proceeds, but  will
cause  the Building and improvements, to the extent feasible,  to
be  restored:   (i)  to a complete architectural  unit,  (ii)  in
condition   appropriate  to  permit  continuation   of   business
operation, and (iii) substantially the same value and utility  as
immediately  before the casualty, to the extent feasible  (taking
into  consideration,  among  other matters,  the  amount  of  the
Restoration Fund).


      13.5 WAIVER OF CLAIMS AND SUBROGATION.  Notwithstanding any
other  provision  in this Lease to the contrary,  to  the  extent
possible  without invalidating or decreasing the  coverage  under
their  respective insurance policies, Landlord and Tenant  hereby
release  one another from any and all liability or responsibility
(to the other or anyone claiming through or under them by way  of
subrogation  or otherwise) for any loss or damage to  the  extent
covered  by  the policies of insurance required to be  maintained
hereunder  or  under  any other policies  of  insurance  actually
maintained by the party (whichever is applicable), even  if  such
loss    or    damage    has   been   caused    by    the    fault
or  negligence of the other party, or anyone for whom such  party
may  be  responsible, which loss or damage:  (i) is caused  by  a
peril  required by this Lease to be covered by the  insurance  of
the  party  incurring the loss; or (ii) if insured for a  greater
amount  than  required, to the extent of the recovery  under  any
property insurance policy covering the party incurring the  loss.
Each  party,  to  the extent applicable,  shall  apply  to  their
insurers  to  obtain such waivers, to the extent  necessary,  and
each party shall obtain any special endorsements, if required  by
their  insurer  to  evidence compliance with  the  aforementioned
waiver.

14.  INDEMNIFICATION BY PARTIES.

      14.1  INDEMNIFICATION BY TENANT.  Tenant hereby  agrees  to
protect, defend, indemnify and hold Landlord harmless against any
and  all  claims, actions, damages, liability, causes of  action,
judgments, liens, costs and expenses in connection with injury or
loss of life to person, or damage to property, arising out of the
use,  occupancy or operation of Tenant's business in the Premises
or  the  condition of the Premises or any breach  or  default  by
Tenant  in the performance of any term of this Lease on  Tenant's
part  to  be  performed or any inaction or action of Tenant,  its
agents,  concessionaires, contractors, employees or licensees  in
or  about  the Premises.  In the event Landlord shall be  made  a
party  to  any litigation or proceeding commenced by  or  against
Tenant  (except with respect to suits or litigation commenced  by
Tenant against Landlord as a result of a breach of this Lease  by
Landlord),  then Tenant shall protect and hold Landlord  harmless
and  shall  pay all costs and expenses and reasonable  attorneys'
fees  incurred  or  paid  by Landlord  in  connection  with  such
litigation or proceeding and shall satisfy any judgment or  fines
that  may  be  entered  against Landlord in  such  litigation  or
proceeding.

       14.2   INDEMNIFICATION  BY  LANDLORD.   Subject   to   the
limitations  stated  below, Landlord hereby  agrees  to  protect,
defend,  indemnify and hold Tenant harmless against any  and  all
claims, actions, damages, liability, causes of action, judgments,
liens,  costs and expenses in connection with injury or  loss  of
life  to  person, or damage to property, arising out of the  use,
occupancy or operation of the Landlord's business in or about the
Premises   or  the  condition of the Premises or  any  breach  or
default by Landlord in the performance of any term of this  Lease
on  Landlord's part to be performed or any inaction or action  of
Landlord, its agents, concessionaires, contractors, employees  or
licensees in or about the Premises.  In the event Tenant shall be
made  a  party  to any litigation or proceeding commenced  by  or
against  Landlord  (except with respect to  suits  or  litigation
commenced  by Landlord against Tenant as a result of a breach  of
this  Lease  by  Tenant), then Landlord shall  protect  and  hold
Tenant  harmless  and  shall  pay  all  costs  and  expenses  and
reasonable  attorneys'  fees  incurred  or  paid  by  Tenant   in
connection  with such litigation or proceeding and shall  satisfy
any  judgment or fines that may be entered against Tenant in such
litigation or proceeding.

      Landlord  shall  NOT be liable for any loss  or  damage  to
persons  or  property  resulting from  fire,  explosion,  falling
plaster,  steam, gas, electricity, water or rain which  may  leak
from  any  part of the Building or from the pipes, appliances  or
plumbing works therein or from the roof, street or subsurface  or
from  any other place resulting from dampness or any other  cause
whatsoever,  unless  caused  by  or  due  to  the  negligence  of
Landlord, its agents, servants or employees.

15.  ESTOPPEL, SUBORDINATION, NONDISTURBANCE AND ATTORNMENT.

      15.1  ESTOPPEL CERTIFICATES.  Upon twenty (20) days'  prior
notice of the request, either party will execute, acknowledge and
deliver to the other party a certificate stating:  (a) that  this
Lease  is  unmodified, amended and/or supplemented  and  in  full
force and effect (or, if there have been modifications, that this
Lease  is in full force and effect as modified, and setting forth
such  modifications), (b) the dates to which rent and other  sums
payable  hereunder  have been paid, and (c) either  that  to  the
knowledge  of  the party no default exists under  this  Lease  or
specifying  each  such default that exists under  this  Lease  or
specifying  each such default of which the party  has  knowledge.
Any  such  certificate may be relied upon as to the facts  stated
therein  by  any actual or prospective mortgagee or purchaser  of
the Premises from Landlord or any actual or prospective sublessee
or assignee of Tenant's interest in this Lease in connection with
one  of the transactions permitted or approved under Article  16.
A  party  shall  not be obligated to update any certificate  once
delivered (other than in response to a request of execution of  a
new estoppel certificate).

     15.2 SUBORDINATION, NONDISTURBANCE AND ATTORNMENT.  Provided
that  Tenant's  use and occupancy of the Premises  shall  not  be
disturbed  and all of Tenant's other rights under this Lease  are
fully recognized (unless Tenant's right of possession under  this
Lease   shall  have  been  terminated  in  accordance  with   the
provisions  of this Lease), Tenant agrees that, upon  request  of
the  Landlord,  Tenant  will in writing  subordinate  its  rights
hereunder  to  the lien of any mortgage or deed of trust  to  any
bank,  insurance company or other institutional  lender,  now  or
hereafter  in force against the Premises or Shopping Center,  and
to  all  advances made or hereafter to be made upon the  security
thereto; PROVIDED, that Tenant's subordination shall apply to the
extent   that  the  party  who  receives  the  benefit   of   the
subordination  (the "LENDER") enters into or approves  a  written
agreement   stating  that  Tenant's  right  to  quiet  possession
pursuant  to this Lease shall not be disturbed by such  party  so
long as Tenant pays the rent and observes and performs all of the
provisions of this Lease and that the lender will be bound by the
leasehold mortgagee protection described in Section 20.23 below.

     In the event any proceedings are brought for foreclosure, or
in  the  event  of the exercise of the power of  sale  under  any
mortgage or deed of trust or other lien made by Landlord covering
the  Premises,   Tenant  shall attorn  to  the  Lender  or  other
purchaser  upon  any such foreclosure or sale and recognize  such
Lender or other purchaser as the Landlord under this Lease.

     At the time Landlord acquires the fee title to the Premises,
Landlord  will  cause  any Lender that may provide  financing  to
Landlord for such acquisition to record its lien interest subject
to  and  after recordation of the memorandum of lease  evidencing
this Lease, so that this Lease will not be subject to termination
in  the  event  of foreclosure or a deed-in-lieu  of  foreclosure
under  Lender's  loan instruments.  If required  by  the  Lender,
Tenant  will  enter  into  a subordination,  non-disturbance  and
attornment  agreement with the Lender (an  "SNDA").   As  between
Landlord  and  Tenant,  the  parties approve  the  form  of  SNDA
attached  as Exhibit G; however, if the Lender requires that  the
SNDA  be  on Lender's form, Tenant will not unreasonably withhold
approval of any commercially reasonable SNDA form of the  Lender,
so  long as it is with an institutional lender and the SNDA  form
of  such  Lender does not materially modify or impair the  rights
and  entitlements  under this Lease, change  Tenant's  rights  to
rebuild  and  to  continue this Lease following  condemnation  or
casualty,  or  otherwise materially and detrimentally  alter  the
approved  format of the SNDA as attached hereto.   Landlord  will
use  reasonable  efforts to obtain the Lender's approval  of  the
attached  SNDA.   Landlord shall similarly  provide  Tenant  with
executed  SNDA's from any and all future mortgagees,  holders  of
deeds of trust, and any other parties holding an interest in  the
Premises,  no  later than the date said parties  obtain  such  an
interest.   Tenant  may  waive these  conditions  precedent  upon
written  notice to Landlord, although no other action  by  Tenant
short  of  such  notice  shall be deemed  an  implied  waiver  of
Tenant's privileges hereunder.

16.  ASSIGNMENT AND SUBLETTING.

     16.1 RESTRICTIONS ON TRANSFER.  Except as otherwise provided
below,  Tenant  shall not assign or in any manner  transfer  this
Lease  or any estate or interest therein or sublease the Premises
without Landlord's prior written consent, which consent shall not
be  unreasonably  withheld or delayed so long  as  the  following
conditions  are  satisfied: (i) Tenant  affirms  to  Landlord  in
writing Tenant's liability under this Lease and acknowledges that
it  is  not  being released from liability hereunder (unless  the
express  terms  of  Section 16.3 below  are  satisfied  for  such
release),  and  (ii)  Tenant  provides  to  Landlord  a   written
confirmation that Tenant is not aware of any defaults  or  events
of  default  outstanding in the performance by  Landlord  of  the
terms  of  this Lease and/or any other known outstanding offsets,
setoffs,  abatements  of  rent, or  defenses  by  Tenant  to  the
enforcement of this Lease or payment of rent under this Lease, to
which Tenant may be entitled under any terms of this Lease, OTHER
THAN  as  may  be  stated in Tenant's written  confirmation.  Any
assignment or other transfer without such consent shall,  at  the
option of Landlord, constitute a default under this Lease.

      Notwithstanding anything contained herein to the  contrary,
Tenant  may, without the necessity of the consent of Landlord  or
the  need  to provide the affirmation and confirmation referenced
above as a condition to any of the following events, at any  time
assign,  sublease or otherwise transfer this Lease or any portion
thereof  to:  any parent, subsidiary or affiliate corporation  or
entity;  any  corporation  resulting from  the  consolidation  or
merger of Tenant into or with any other entity; any person, firm,
entity or corporation acquiring a majority of Tenant's issued and
outstanding capital stock or all or substantially all of Tenant's
physical  assets;  or  any person, firm,  entity  or  corporation
acquiring  at  least ten (10) of Tenant's restaurants  nationally
(hereinafter, a "PERMITTED TRANSFER").  Such transactions will be
treated  as  Permitted Transfers for which Landlord's consent  is
not  required;  PROVIDED, however, promptly  following  any  such
assignment,  Tenant  shall  notify Landlord  in  writing  of  the
assignment,  including a description of the transaction  and  the
identity  of  the  assignee.  Notwithstanding the  foregoing,  no
provision  of this Lease will be construed to require  Tenant  to
obtain  Landlord's consent for any financing of  or  on  Tenant's
leasehold  estate or FF&E or require consent for  (or  to  notify
Landlord  with  respect to) any transfer of Tenant's  stock.   As
used  herein,  the expression "AFFILIATE CORPORATION  OR  ENTITY"
means  a person or business entity, corporate or otherwise,  that
directly  or  indirectly  through  one  or  more  intermediaries,
controls  or  is controlled by or is under control  with  Tenant.
The word "CONTROL" means the right and power, direct or indirect,
to  direct or cause the direction of the management and  policies
of  a  person  or business entity, corporation or otherwise.   No
Permitted Transfer will constitute a release of liability.

      16.2  REASON FOR ANY DISAPPROVAL GIVEN.  If Tenant  follows
the procedures in Section 16.1 for seeking Landlord's consent and
Landlord does not approve the request, Landlord will give  Tenant
a  written  statement specifying the particular reasons  why  the
proposed  transfer and transferee were not reasonably  acceptable
to  Landlord  and any steps required to be taken  by  Tenant  (if
applicable)  to  obtain Landlord's consent, and at  least  thirty
(30)  days  for Tenant to comply with such requirements  or  take
other  appropriate action with respect to Landlord's  refusal  to
grant consent.

      16.3  CONSENT  GENERALLY.  The giving  of  consent  in  one
instance  shall  not  preclude the  need  for  Tenant  to  obtain
Landlord's consent to further transfers.  No changes in the  rent
or  economic terms of this Lease will be required of Tenant as  a
condition  of Landlord's consent. In the event that Tenant,  with
or  without the previous consent of Landlord, does assign  or  in
any  manner transfer this Lease or any estate or interest therein
or  sublease the Premises, Tenant shall not be released from  any
of  its obligations under this Lease.  Landlord's consent to  any
of  the  foregoing  shall not release or  waive  the  prohibition
against  them  thereafter or constitute a consent  to  any  other
assignment, transfer or sublease.

      16.4  SUBLEASE TO OPERATING COMPANY.  Landlord  and  Tenant
hereby  acknowledge and agree that effective on the  Commencement
Date  (or at any time thereafter), Tenant may sublease the entire
Premises  to, at Tenant's election, OCB Restaurant Co.,  HomeTown
Buffet,  Inc.,  or  Buffets, Inc., all of  which  are  affiliated
corporations of Tenant.

17.  CONDEMNATION.

       17.1  SUBSTANTIAL  TAKING.   If  the  entire  Premises  is
condemned,  or  if  such a substantial portion of  the  Premises,
means  of  access or adjacent roadway is taken which renders  the
Premises  reasonably  unusable for Tenant's business  operations,
then  this  Lease  shall  terminate as of  the  date  upon  which
possession  is  taken  by  the  condemning  authority.   The  net
condemnation  proceeds  shall  be divided  between  Landlord  and
Tenant  in  proportion to the value of their respective interests
in the Premises and Building immediately prior to the termination
of  this  Lease.   The  "value"  of Landlord's  interest  in  the
Premises  and Building, for purposes of this Lease, will include,
for this purpose, the value of Landlord's percentage interest  in
the Building acquired pursuant to the terms of  Section 19.2, and
the  value  of Landlord's reversionary interest in the  Building.
Landlord  shall have the right to offset any amounts  in  default
that  Tenant  owes  Landlord pursuant to this Lease  against  any
proceeds payable to Tenant under this paragraph.  The "value"  of
Tenant's  interest in the Premises and Building, for purposes  of
this Lease, will include, for this purpose, the value of Tenant's
percentage  interest in the Building pursuant  to  the  terms  of
Section 19.2.  Tenant will also be entitled to receive and retain
any  separate award attributable to the taking of Tenant's  FF&E,
moving expenses, severance damages, and any other award that  may
be  separately available from the condemning authority  and  that
does not diminish the award for the Building.

      17.2  PARTIAL TAKING.  In the event of a partial taking  by
condemnation  of  the  Premises, means of access  or  roadway  as
described  above,  and  Section 17.1  does  not  apply,  the  net
condemnation proceeds shall be made available to Tenant  to  make
necessary  repairs and alterations to the Premises  and  Building
(as   appropriate)  so  as  to  permit  Tenant  to  continue  its
operations  and  to  restore the Premises and Building  or  other
property  not so taken.  Minimum Rent shall be abated during  the
period of restoration to the extent the Premises and Building are
not reasonably usable for Tenant's use; provided, that the period
of  abatement  shall  not exceed twelve (12)  months.   Costs  of
restoration  will  not  exceed  the  net  condemnation   proceeds
available.   Any net condemnation proceeds from the taking  which
are  not  used  to  repair, alter and restore  the  Premises  and
Building shall belong to Landlord (the "RETAINED AWARD").   After
restoration, the Minimum Rent shall be reduced for the  remainder
of  the  Term by an amount determined by multiplying the  Minimum
Rent  by a fraction, the numerator of which is the amount of  the
Retained  Award so paid to Landlord and the denominator of  which
is  $       [the agreed value and purchase price for the Premises
that  Landlord is paying to acquire it, prior to the commencement
of this Lease].

      17.3  ARBITRATION PROCEDURE.  If the parties  cannot  agree
upon  the  adjustment to Minimum Rent pursuant to  Section  17.2,
either  party may request that the fair market rental  values  be
determined  by  arbitration.  The arbitration will  be  by  three
arbitrators,  with the arbitrators' fee divided  equally  between
the  parties.  Landlord and Tenant will each select as arbitrator
an independent Realtor-appraiser having knowledge with respect to
commercial  shopping center real estate values and  practices  in
the geographic area in which the Shopping Center is situated, and
the  two  arbitrators shall select a third arbitrator having  the
above  qualifications.   The arbitrators will  be  instructed  to
determine the fair market rental value of the Premises before and
after  the  condemnation.   The arbitration  shall  be  conducted
according  to the procedures of the arbitration statutes  of  the
State  in  which the Shopping Center is located,  and  the  award
shall have the effect provided therein.

      17.4 TRANSFER IN LIEU OF CONDEMNATION.  Sale of property to
a  purchaser with the power of eminent domain in the  face  of  a
threat  or the probability of the exercise of the power shall  be
treated as a taking by condemnation.

18.  DEFAULT.

     18.1 TENANT'S DEFAULT.  If Tenant defaults in the payment of
Minimum  Rent,  Percentage Rent or any Additional Rent  or  other
charge  payable by Tenant and Tenant does not cure  such  default
within fifteen (15) days after written notice thereof shall  have
been  given  to  Tenant (provided, that if Landlord  has  already
given  two  (2) such notices within the twelve (12) month  period
immediately prior to the event of default, then for the remainder
of  the  12-month  period,  only five (5)  days  notice  will  be
required);  or  if  Tenant  defaults  in  the  prompt  and   full
performance of any other provision of this Lease and Tenant  does
not cure the default within thirty (30) days after written notice
is  given to Tenant (or such longer period as may be necessary to
cure  such  default  so long as Tenant begins correction  of  the
default within the thirty (30) day period and thereafter proceeds
with  reasonable diligence and in good faith to effect the remedy
as  soon  as practicable); then Tenant shall be in default  under
this Lease.

      Upon  such default, Landlord may elect, upon at  least  ten
(10) days prior written notice of its intention to do so, if  the
default  is  not  cured  within such  ten  (10)  day  period,  to
terminate  this  Lease  or, without terminating  this  Lease,  to
terminate  Tenant's  right to possession  of  the  Premises.   In
addition  to any other rights and remedies Landlord may  have  by
law or otherwise (other than related to any right of acceleration
of rent, which Landlord specifically waives), Landlord shall have
the  right  of  re-entry and may remove all persons and  property
from  the  Premises.  Landlord's entry upon and taking possession
of  the  Premises shall not in any way terminate  this  Lease  or
release  the Tenant in whole or in part from Tenant's  obligation
to  pay  the Minimum Rent and Additional Rent hereunder  for  the
then  current  Term or discharge Tenant from any loss  or  damage
sustained by Landlord on account of Tenant's breach of the Lease,
unless Landlord elects in writing to terminate the Lease.

     Upon Landlord's re-entering the Premises, Landlord shall use
reasonable  efforts to relet all or any part of the Premises  for
such term or terms and at such rental or rentals as Landlord,  in
the  exercise  of  Landlord's  reasonable  discretion,  may  deem
advisable.  Upon such reletting, all rent and other sums received
by  Landlord  from such reletting shall be applied first  to  the
payment  of  any indebtedness other than rent due hereunder  from
Tenant  to  Landlord;  second to the payment  of  any  costs  and
expenses  of such reletting, including reasonable brokerage  fees
and  attorneys' fees and the reasonable costs of alterations  and
repairs  undertaken for such reletting; third to the  payment  of
rent  and other charges due and unpaid hereunder and the residue,
if  any, shall be held by Landlord and applied in the payment  of
future  amounts that become due and payable hereunder.   If  such
rentals  and other sums received from such reletting  during  any
month  be  less than that to be paid during such month by  Tenant
hereunder,  Tenant  shall  pay  such  deficiency  immediately  to
Landlord.     Notwithstanding   any   such   reletting    without
termination,  Landlord  may  at  any  time  hereafter  elect   to
terminate this Lease for such previous breach.

     Tenant shall pay all damages Landlord may incur by reason of
Tenant's default, including (without limitation) reasonable costs
and attorneys' fees.

      Landlord  may, but shall not be obligated to, cure  at  any
time  upon reasonable notice to Tenant (but not less than  thirty
(30)  days unless an emergency), any default by Tenant under this
Lease  and  whenever Landlord so elects, all costs  and  expenses
incurred  by  Landlord  in  curing  the  default,  together  with
interest thereon at the annual rate of two percent (2%) over  the
rate  then announced by Chase Manhattan Bank as its base or prime
rate  from the date of such payment by Landlord shall be  payable
as Additional Rent to the Landlord and the Landlord shall have in
the  event  of the nonpayment thereof the same rights as  in  the
case of default by Tenant in the payment of rent.  If it shall be
unlawful  to charge Tenant the aforesaid interest rate,  then  in
such  event the interest rate shall be the highest rate per annum
allowed by law.

      No consent or waiver, express or implied by Landlord to any
breach of any term of this Lease on the part of the Tenant  shall
be  construed as a consent or waiver of any other breach  of  the
same or any term, unless in writing signed by Landlord.

      18.2  LANDLORD'S DEFAULT.  In the event Landlord  fails  to
perform  its  responsibilities pursuant to this  Lease,  Tenant's
notice   as   to   Landlord's   nonperformance   will   be   sent
simultaneously  to Landlord and any mortgagee of  Landlord  which
has  requested  such  notice, provided such mortgagee  has  first
provided Tenant with a non-disturbance agreement consistent  with
Section  15.2.  Landlord will be in default under this  Lease  if
Landlord  fails  to  cause  such  responsibilities  to  be  fully
performed  within thirty (30) days (48 hours in the event  of  an
emergency)  after written notice by Tenant to Landlord specifying
the  nature of the default with reasonable particularity.   If  a
non-emergency  default  is of such a nature  that  it  cannot  be
remedied   fully  within  the  thirty  (30)  day   period,   this
requirement  shall be satisfied if Landlord begins correction  of
the  default  within  the thirty (30) day period  and  thereafter
proceeds  with reasonable diligence and in good faith  to  effect
the  remedy  as soon as practicable.  Tenant shall not  have  the
right  to terminate this Lease as a result of Landlord's default.
In  the  event  of such default, Tenant shall have  all  remedies
available  under  law for breach of contract, including  (without
limitation)  the  right  of specific performance.   In  addition,
Tenant may elect in its discretion to perform the required action
or take corrective action reasonably required to cure the default
if  it  pertains  to the Premises, in which event Landlord  shall
reimburse Tenant for the reasonable out-of-pocket costs  of  such
action,   together  with  reasonable  and  necessary  costs   and
disbursements  and interest, on the same basis  as  described  in
Section  18.1,  and such amounts may be deducted  from  the  rent
thereafter to become due under this Lease, after at least  twenty
(20)  days' written notice to Landlord (and its mortgagee) as  to
the costs so incurred.

      Any mortgagee of Landlord which has notified Tenant of  its
address  in  the manner provided for notices in this  Lease  will
have  the  right to cure Landlord's defaults under this  Section.
The  cure period will commence on notice to such mortgagee of the
default and extend for a period ending twenty (20) days after the
end  of the time period for Landlord to cure a default.  In  this
connection,  any representative of the mortgagee  or  beneficiary
shall  have the right to enter upon the Premises for the  purpose
of curing Landlord's default.

19.  WARRANTY OF QUIET ENJOYMENT; SURRENDER OF PREMISES; HOLDOVER
TENANCY.

      19.1  WARRANTY  OF QUIET ENJOYMENT.  Upon  payment  by  the
Tenant  of the rents herein provided and upon the observance  and
performance  of  all  other covenants, terms  and  conditions  on
Tenant's part to be observed and performed, Tenant shall  quietly
enjoy  the Premises without hindrance or interruption by Landlord
or  anyone  claiming  by,  through or under  Landlord.   Landlord
represents and warrants that, on the Commencement Date,  each  of
the  following  will be true:  (i) Landlord shall have  good  and
marketable  fee  title  to the Premises, subject  to  matters  of
record;  (ii) the Premises shall not subject to the lien  of  any
deed  of trust, mortgage or other similar encumbering instrument,
except for any that are recorded after (and are subject to)  this
Lease  (or memorandum thereof); (iii) Landlord has the  full  and
unencumbered  power, right and authority to make this  Lease  for
the  Term hereof; and (iv) subject to matters of record, Landlord
will  put  Tenant into complete and exclusive possession  of  the
Premises   free   from   all  orders,  restrictions,   covenants,
agreements,   leases,   easements,   laws,   codes,   ordinances,
regulations  or  decrees  which would, in  any  way,  prevent  or
inhibit  the  use of the Premises by Tenant as provided  in  this
Lease,  prevent  or  restrict the use of  the  access  roads  and
passageways  of  the  Shopping  Center  by  Tenant,  its  agents,
employees  or invitees, or limit ingress and egress to  and  from
North  Avenue,  Railroad Avenue and Lake Street, other  than  the
WalMart  Agreements and any other encumbrances  on  the  Premises
approved  by  Tenant, and (v) the Premises will, at the  time  of
Notice  of  Tender  by Landlord, have all necessary  governmental
approvals to be a separate legal lot.

     19.2 OWNERSHIP OF BUILDING; SURRENDER OF PREMISES BY TENANT.
The  parties  intend  and  agree that the Construction  Allowance
being  provided  by Landlord pursuant to the attached  Exhibit  C
(the  "CONSTRUCTION ALLOWANCE") is being advanced solely  to  pay
for  part of the construction costs of improvements that will  be
deemed  realty under Illinois law and be owned by  Landlord.   In
furtherance thereof, Landlord will be deemed to be an owner of an
undivided interest in the Building that is proportionate  to  its
proportionate  share  of  the total  construction  costs  of  the
initial  construction of the Building, which shall be and  remain
realty and part of the Premises that Landlord owns and leases  to
Tenant  pursuant  to  this  Lease.   Notwithstanding  such   part
ownership,  Tenant (and not Landlord) will be solely  responsible
throughout  the Term of this Lease for maintaining the  Building,
maintaining  insurance thereon and paying the costs and  expenses
attributable to the Building.

      Upon  completion of construction, Tenant  will  provide  to
Landlord  a  certified statement of the total construction  costs
for  the  Building,  and  a  calculation  that  shows  Landlord's
proportionate  share  of  such  total  construction   costs   and
Landlord's proportionate interest in the Building for purposes of
this  Lease.  If desired by Landlord or any accountant to  either
party,  Tenant and Landlord will execute a bill of sale or  other
instrument reasonably required to confirm the parties' respective
interest in the Building.   Upon request, Tenant will provide  or
make  available  to Landlord, for its examination,  such  back-up
information  on  construction costs as  Landlord  may  reasonably
require  to  verify  Tenant's statements and  calculations.   The
"BUILDING"  for these purposes will not include any  of  Tenant's
identification  signage, FF&E and personal property  that  Tenant
may   be   entitled  to  remove  on  the  expiration  or  earlier
termination of this Lease (which will be owned solely  by  Tenant
and removed by it upon such expiration or termination).

      Subject to the provisions set forth in this paragraph, upon
expiration  or termination of this Lease, Landlord shall,  at  no
charge  to  Landlord,  become  the owner  of  and  have  Tenant's
reversionary  interest in the Building and  all  improvements  of
Tenant which have become part of the real property.  Tenant shall
surrender  the  Premises  to Landlord in good  repair,  operating
condition,  working order and appearance, subject  to  reasonable
wear  and tear and (to the extent provided herein for termination
after  casualty) damage by fire and other casualty.  Depreciation
and  wear from ordinary use need not be restored, but all repairs
for  which Tenant is responsible will be completed to the  latest
practical  date  prior  to  such surrender.   If  this  Lease  is
terminated in connection with a casualty, Tenant will  assign  to
Landlord the entire insurance proceeds pertaining to the Building
and  improvements that revert to Landlord.  Tenant shall promptly
remove all of its own identification signage, inventory, FF&E and
other  personal property that remain the property of Tenant,  and
will restore any physical damage caused by such removal. Any such
property  of  Tenant not so removed shall be deemed abandoned  by
Tenant and shall become the property of the Landlord.

       19.3  HOLDING  OVER.   In  the  event  Tenant  remains  in
possession  of the Premises or any part thereof after termination
of  this Lease in accordance with Section 19.2, by lapse of  time
or otherwise, Tenant shall be deemed to be occupying the Premises
as a tenant on a month-to-month basis at a monthly rent fixed for
the  holdover period at the last monthly installment  of  Minimum
Rent  payable  during  the Term of this Lease  or  any  extension
thereof,  and  Tenant  will also be responsible  for  paying  any
applicable  Percentage  Rent  and  Additional  Rent.   All  other
conditions, provisions and obligations of this Lease shall remain
the same and in full force and effect.

20.  GENERAL PROVISIONS.

     20.1 SUCCESSORS.  All rights and liabilities herein given to
or imposed upon the respective parties hereto shall extend to and
bind   their   respective   heirs,   executors,   administrators,
successors, assigns and sublessees.  Tenant acknowledges that  it
has  been  advised  that Landlord intends  to  create  a  limited
partnership  or  other entity to hold title to the  Premises  and
this Lease, and this Lease is freely transferable by Landlord  to
any entity that Landlord may form to acquire the Premises.

      20.2  RULES  AND REGULATIONS. Tenant will comply  with  the
terms  of  the WalMart Agreements during the term of this  Lease.
Landlord  will not have the right to adopt rules and  regulations
that would be binding on Tenant, other than its execution of  the
WalMart Agreements.

     20.3 EXTENSIONS OR FORBEARANCES BY PARTIES.  No extension of
time,  forbearance, neglect or waiver on the part of Landlord  or
Tenant,  as the case may be, with respect to any one or  more  of
the  covenants,  terms  or conditions  of  this  Lease  shall  be
construed  as  a waiver of any of the other covenants,  terms  or
conditions  of this Lease or as an estoppel against  Landlord  or
Tenant,  as  the  case may be, nor shall any extension  of  time,
forbearance, or waiver on the part of Landlord or Tenant, as  the
case  may  be,  in  any one or more instance  or  particulars  be
construed  to  be a waiver or estoppel in respect  to  any  other
instance or particular covered by this Lease.

      20.4 SALE BY LANDLORD.  In the event of any transfer(s)  of
Landlord's interest in the Premises, Landlord shall automatically
be  relieved  of any and all obligations and liabilities  on  the
part  of  Landlord  occurring from and after  the  date  of  such
transfer,  so long as Landlord provides Tenant written notice  of
such  transfer(s), and Landlord's purchaser or grantee  expressly
assumes,  in writing, all obligations and liabilities of Landlord
from  and  after  the  date of such transfer; provided,  however,
Landlord  shall continue to remain fully liable for all liability
accrued  prior  to  the  date  of such  sale(s)  or  transfer(s).
Landlord agrees to provide Tenant with written notice of any such
transfer(s) no later than the effective date thereof.

      20.5  NOTICE.   All notices and demands which  may  or  are
required to be given by either party to the other hereunder shall
be  in  writing and delivered in person or sent by United  States
certified  or  registered mail, postage prepaid, or by  reputable
nationally  recognized overnight delivery service.   Notices  and
demands  to  Tenant  shall be addressed to it  at  its  corporate
offices,  at  10260 Viking Drive, Eden Prairie, Minnesota  55344-
7229,  Attn:   Real Estate Officer, with a copy to  10260  Viking
Drive,  Eden Prairie, Minnesota  55344-7229, Attention:   General
Counsel.  Tenant may change such addresses for notice purposes at
any  time by written notice to Landlord.  Notices and demands  to
the  Landlord  shall  be addressed to it  at  1209  North  Walton
Boulevard, Bentonville, Arkansas 72712, or at such other place as
Landlord  may from time to time designate in a written notice  to
Tenant.   Any such notice if mailed as provided herein  shall  be
deemed to have been rendered or given on the second business  day
after its deposit, postage prepaid, in the U.S. Mail or with  the
overnight   delivery  service.   Notwithstanding   any   of   the
foregoing, either party hereto may give the other party facsimile
and telephone notices as to emergency repairs.

     20.6 COTENANCY. [This Section has been intentionally deleted
by the parties.]

     20.7 INVESTMENT TAX CREDIT.  Tenant shall be entitled to any
investment  tax  credits under federal, state or local  law  with
respect  to  its  interest in the Building  (but  not  Landlord's
interest therein) and any item of Tenant's Work.

      20.8  ENTIRE  AGREEMENT.   This  Lease  and  the  exhibits,
schedules  and riders, if any, attached hereto set forth  all  of
the    covenants,    promises,   agreements,    conditions    and
understandings   between  Landlord  and  Tenant  concerning   the
Premises, and there are no other covenants, promises, agreements,
conditions, warranties, representations or understandings, either
oral or written, between them other than as set forth herein.  No
alteration, amendment, change or addition to this Lease shall  be
binding upon Landlord or Tenant unless reduced to writing and  in
a lease supplement that is executed by each party.

      20.9  INTERPRETATION AND USE OF PRONOUNS.  Whenever  herein
the  singular number is used, the same shall include  the  plural
and  the  masculine  gender shall include the  feminine  and  the
neuter  genders.   Nothing contained herein shall  be  deemed  or
construed  by the parties hereto or any third party to  create  a
relationship  between the parties other than the relationship  of
Landlord and Tenant.

      20.10      CAPTION AND SECTION NUMBERS.  The  captions  and
section  numbers appearing in this Lease are inserted only  as  a
matter  of  convenience and in no way define, limit, construe  or
describe  the scope or intent of such sections of this Lease  nor
in any way affect this Lease.

     20.11     "FORCE MAJEURE" DELAYS.  In the event that either
party hereto shall be delayed, or hindered in, or prevented from
the performance of any act required hereunder by reason of acts
of God, strikes, lockouts, labor troubles, inability to procure
materials, failure of power, restrictive governmental laws or
regulations, riots, insurrection, war, acts (or failure to act)
of government (provided timely application and diligent
prosecution for such governmental action, if required was
undertaken by the delayed party) or other reason of like nature
not the fault of, or within the control of, the party delayed in
performing work or doing acts required under the terms of this
Lease (collectively referred to as "FORCE MAJEURE" delays), then
performance of such work or act shall be excused for the period
of the delay and the period for the performance of any such work
or act shall be extended for a period equivalent to the period of
such delay.  This provision shall not operate to excuse Tenant
from prompt payment of Minimum Rent, Percentage Rent or
Additional Rent or any other payments required by the terms of
this Lease, unless the Commencement Date or periods permitting
Tenant to abatement of rent are postponed or extended by such
delays.

      20.12      WAIVER.   The waiver of any  term,  covenant  or
condition herein contained shall not be deemed to be a waiver  of
such term, covenant or condition on any subsequent breach of  the
same  or  any other term, covenant or condition herein contained.
The subsequent acceptance of rent hereunder by Landlord shall not
be  deemed  to be a waiver of any preceding default by Tenant  of
any  term,  covenant or condition of this Lease, other  than  the
failure  of the Tenant to pay the particular rental so  accepted,
regardless  of Landlord's knowledge of such preceding default  at
the time of the acceptance of such rent.

     20.13     JOINT OBLIGATION.  If there is hereafter more than
one  party  liable  as Tenant, the obligations hereunder  imposed
shall be joint and several.

      20.14      TIME OF THE ESSENCE.  Time is of the essence  of
this   Lease  and  each  and  all  of  its  provisions  in  which
performance is a factor.

      20.15     ACCORD AND SATISFACTION.  No payment by Tenant or
receipt  by Landlord of a lesser amount than the monthly  Minimum
Rent  and  Additional  Rent  and annual  Percentage  Rent  herein
stipulated  shall be deemed to be other than on  account  and  no
endorsement  or statement on any check or any letter accompanying
any  check  or payment of any rent or charge shall be  deemed  an
accord and satisfaction, and Landlord shall accept such check  or
payment  without prejudice to Landlord's rights  to  recover  the
balance  of  such  rent  or  charge or pursue  any  other  remedy
provided in this Lease.

      20.16      DUE  DATE.  If the due date by which any  amount
payable  by  one  party hereto to the other is  not  specifically
stated  herein, the amount shall be due and payable within thirty
(30)  days  following  request therefor  or,  if  necessary,  the
rendering  by  the  requesting party to the other  party  of  the
statement therefor.

      20.17     LATE CHARGE.  If Tenant shall fail to pay, within
five (5) days after receipt of written notice of nonpayment,  any
Minimum  Rent, Percentage Rent or any Additional Rent  due  under
this  Lease,  then Tenant shall pay to Landlord as a late  charge
and in consideration of the additional costs incurred by Landlord
and  the  additional record keeping required to be  performed  by
Landlord,  the  sum  One  Hundred and No/100  Dollars  ($100.00),
although such late charge shall not be payable by Tenant  in  the
first  two (2) instances of late payment in any one (1)  calendar
year.

      20.18      CUMULATIVE  REMEDIES.   No  remedy  or  election
hereunder shall be deemed exclusive but shall, whenever possible,
be cumulative with all other remedies at law or in equity, except
to the extent specifically waived or modified by this Lease.

     20.19     APPLICABLE LAW AND CONSTRUCTION.  This Lease shall
be  governed by and construed in accordance with the laws of  the
State  of  Illinois.   If any provision  of  this  Lease  or  the
application thereof to any person or circumstances shall  to  any
extent  be invalid or unenforceable, the remainder of this  Lease
shall  not  be affected thereby and each provision of  the  Lease
shall be valid and enforceable to the fullest extent permitted by
law.

      20.20      DECISION MAKING BY PARTIES.  Wherever a  party's
consent,  approval, decision or determination is  required  under
this  Lease, such consent or approval shall be given or  decision
or  determination  shall be made promptly, in writing  and  in  a
commercially reasonable manner.  No change in rent, the rights of
the parties or the economic terms of this Lease shall be required
as  a  condition to granting of consent.  Any denial  of  consent
will include in reasonable detail the reason for denial or aspect
of the request that was not acceptable.

      20.21      ATTORNEYS' FEES.  In the event of any action  or
proceeding  by either party against the other under  this  Lease,
the prevailing party shall be entitled to recover for the fees of
its  attorneys in such action or proceeding, including  costs  of
appeal,  if  any,  in  such  amount  as  the  court  may  adjudge
reasonable as attorneys' fees.

      20.22      USE  PERMITTED;  WALMART  AGREEMENTS.   Landlord
represents   and  warrants  that,  to  the  best  of   Landlord's
knowledge,   Tenant's use of the Premises pursuant to this  Lease
does  not  violate the WalMart Agreements or any  other  recorded
covenants, conditions and restrictions ("CCR's"), if any, of  the
Shopping   Center,  any  Construction  Operation  and  Reciprocal
Easement Agreement ("CORE"), or other leases or agreements  which
are  binding  on Landlord or the Shopping Center. To  the  extent
required,  Landlord will obtain, and provide to Tenant  prior  to
the  Commencement  Date,   a written acknowledgment,  consent  or
approval by Wal-Mart and Sam's of this Lease to confirm  that  no
further  consent  of approval by either of them is  required  for
Tenant's  use  and development of the Premises pursuant  to  this
Lease.  Tenant's rights of use under the CCR's and CORE  are  for
non-exclusive rights of use.

      Tenant's obligations under this Lease are conditioned  upon
and  subject to its review and approval, and the recordation  of,
agreements  with  Sam's  and WalMart (the  "WALMART  AGREEMENTS")
establishing, for the Term of this Lease (as it may  be  extended
pursuant  to  this  Lease) easements and rights  of  use  of  the
fifteen (15) parking spaces on the adjoining WalMart property and
Tenant's  right  of use of accessways, any common  utility  lines
required  to  service the Premises, and any  other  common  areas
within   the  adjoining  Sam's  and  WalMart  properties.    This
condition must be satisfied prior, or as soon as possible  after,
execution of this Lease and prior to the date on which Tenant  is
required  to commence any construction or other work.   Once  the
WalMart  Agreements are approved, Landlord and  Tenant  will  co-
operate  on  the timing of recordation of the WalMart  Agreements
with  recordation of the memorandum of lease or short-form  lease
evidencing  this  Lease, so that Tenant will be  able  to  obtain
title insurance that insures both its leasehold estate under this
Lease  and  its  appurtenant easement  right  under  the  WalMart
Agreements.

         20.23        LEASEHOLD    AND    EQUIPMENT    FINANCING.
Notwithstanding any provision of this Lease, Tenant will have the
right   to   mortgage,  pledge  or  otherwise  encumber  Tenant's
leasehold  estate  under  this Lease  and  its  interest  in  the
Premises ("LEASEHOLD FINANCING").  Such Leasehold Financing shall
be and at all times remain subject and subordinate to this Lease.
Landlord  shall  enter  into  a  leasehold  mortgagee  protection
agreement  (substantially  in the form  attached  as  EXHIBIT  H,
subject  to  such  changes as Landlord and  Tenant's  lender  may
reasonably  approve) with Tenant's lender upon  Tenant's  request
(the  "LEASEHOLD  FINANCING AGREEMENT").  Tenant shall  reimburse
Landlord for its reasonable costs (up to $800), in reviewing  and
approving the Leasehold Financing Agreement subsequently required
or  related  documentation.   No change  in  the  rent  or  other
economic  terms of this Lease shall be required of  Tenant  as  a
condition  to Landlord's consent.  Landlord hereby disclaims  and
irrevocably  and unconditionally waives any statutory  or  common
law lien on the any property of Tenant that Tenant is entitled to
remove  on expiration or termination of this Lease.  Time periods
that  are  provided  in  such Leasehold Financing  Agreement  are
solely  for the benefit of Tenant's lender and will not  restrict
any  right or remedy that Landlord may have against Tenant  under
this  Lease  for  recovery of damages,  late  charges  and  other
remedies for default under this Lease.

      Notwithstanding any other provision of this  Lease,  Tenant
will have the right to lease or mortgage, pledge and encumber its
trade  fixtures,  equipment  and  personal  property  (for   this
purpose,  collectively, the "EQUIPMENT") from time to  time  (the
"EQUIPMENT  FINANCING")  with a leasing  company  or  through  an
institutional  lender  (collectively,  an  "EQUIPMENT   LENDER").
Landlord  further agrees that the Equipment shall remain personal
property, notwithstanding the manner or mode of the attachment to
the  Premises.   Landlord recognizes and  acknowledges  that  any
claims  that  Equipment  Lender now has  or  may  hereafter  have
against  the  Equipment  by  virtue of  the  equipment  lease  or
financing  documents, are superior to any lien or  claim  of  any
nature  which  Landlord  now has or may  hereafter  have  to  the
Equipment  by statute, agreement or otherwise.  In the  event  of
default  by Tenant in the payment of any amount to the  Equipment
Lender,  or  in  the performance of any of the  other  terms  and
conditions  of  the  equipment lease or financing  documents,  or
extensions  or  renewals  thereof, the Equipment  Lender  or  its
assigns  may remove such Equipment or any part thereof  from  the
Premises.   Landlord  will  make  no  claim  whatsoever  to   any
Equipment  covered by any equipment lease or financing documents.
The  Equipment Lender may, without affecting the validity of this
waiver, extend the terms of payment of any rental or other sum or
the  performance of any of the other terms or conditions  of  the
equipment  lease or financing documents, without the  consent  of
Landlord  and  without  giving notice to Landlord.   This  waiver
shall  inure to the benefit of the successors and assigns of  the
Equipment  Lender and shall be binding upon the  heirs,  personal
representatives,  successors and assigns of  Landlord.   Landlord
will  execute, not later than ten (10) days after  receipt  of  a
written request, any consent, easement, Landlord's waiver of lien
rights,  acknowledgment, estoppel certificate or  other  document
required by the Equipment Lender in order to carry out the intent
of this paragraph (the "EQUIPMENT DOCUMENTS").  If Landlord fails
to do so in such ten (10) day period, Tenant is hereby designated
as  attorney-in-fact for Landlord, coupled with an  interest,  to
execute  and  deliver  the  Equipment  Documents  on  behalf   of
Landlord.

      20.24     AUTHORITY.  Each individual executing this  Lease
on  behalf of their respective party represents and warrants that
he/she  is duly authorized to execute and deliver this  Lease  on
behalf  of  such party, and that this Lease is binding upon  such
party.

      20.25      FINANCIAL OR SALES INFORMATION.   Any  financial
statements  required to be supplied herein and  all  gross  sales
reports  related to the Premises shall be held in  confidence  by
the  party  receiving  the same and will be utilized  solely  for
purposes  of  this  Lease, but may be provided in  confidence  by
Landlord  to any potential (or actual) mortgagee of the  Shopping
Center,  to  Landlord's attorneys, accountants  and  professional
advisers,  and  to  any potential (or actual)  purchaser  of  the
Shopping Center.

      20.26      REASONABLE EFFORTS TO MITIGATE. In the event  of
default   by   Tenant  under  this  Lease,  Landlord   will   use
commercially   reasonable  efforts  to  mitigate   its   damages;
PROVIDED,  however, to the extent permitted under  Illinois  law,
Tenant  (i)  waives any right under such state's law  to  require
Landlord  to expend its own funds to cure an event of default  by
Tenant or to mitigate damages, and (ii) agrees that it would  not
be  unreasonable for Landlord to decline to expend its own  funds
(versus utilizing rent thereafter under this Lease or from  third
parties, in the event Landlord repossesses the Premises) in order
to mitigate its damages.

      20.27      TRASH  DUMPSTER.  Tenant will  be  permitted  to
maintain  a trash dumpster (20 x 16) outside of the Premises  for
Tenant's  own  use,  at a  location selected by  Tenant  [if  not
otherwise  shown in green on EXHIBIT B].  Tenant may  change  the
location  of  the  dumpster, in Tenant's discretion,  within  the
Premises, subject to any need to obtain the City's approvals,  or
WalMart's  or  Sam's  consent  if restricted  under  the  WalMart
Agreements.

      20.28      INDEMNIFICATION.  The provisions of  this  Lease
concerning   indemnification  are  subject   to   the   following
conditions:    (i)   the   party  seeking  indemnification   (the
"INDEMNIFIED PARTY") will promptly notify the indemnifying  party
(the  "INDEMNITOR") in writing as soon as the  Indemnified  Party
becomes  aware  of  the injury, action, event,  claim  or  demand
giving  rise to the obligation to indemnify; (ii) the Indemnified
Party  will take no steps (such as admission of liability)  which
will  operate  to  bar Indemnitor from obtaining  any  protection
afforded  by  any  policies of insurance it  may  hold  or  which
operate to prejudice the defense in any such legal proceedings or
otherwise prevent Indemnitor from protecting itself against  such
claim,  action,  demand, or legal proceeding.   Indemnitor  shall
have  the sole and exclusive right to conduct the response to  or
defense  of  any such claim, action, demand, or legal proceeding;
and  (iii) the parties will reasonably cooperate (at Indemnitor's
expense)  in  responding to any claim, action,  demand  or  legal
proceeding covered by the Indemnity.

      20.29      DISCLAIMERS.  No provision of the Lease will  be
construed  as a limitation on Tenant's right to conduct  business
in  other  locations.   There  is no express  or  implied  radius
restriction or covenant of operation.

      20.30     EFFECTIVE DATE OF LEASE.  The submission of  this
Lease  for  examination does not constitute a reservation  of  or
option for the Premises, and this Lease shall become effective as
a lease only upon execution and delivery by Landlord and Tenant.

       20.31       BROKER'S  COMMISSION.   Each  of  the  parties
represents  and warrants that there are no claims  for  brokerage
commissions  or finders fees in connection with the execution  of
this  Lease  with the exception of Colliers Tingey International,
whose  commission shall be paid by Landlord, and each of Landlord
and  Tenant indemnify the other against and hold it harmless from
all  liabilities  arising from any such claim  made  through  the
indemnifying party.

      20.32      RECORDING.  Tenant shall not record  this  Lease
without the prior written consent of Landlord; PROVIDED, however,
upon  the occurrence of the Commencement Date, or at the  request
of  either Landlord or Tenant (return delivery within thirty (30)
days  after request), the parties shall join in the execution  of
and record a memorandum or so-called short form of this Lease, in
the  form  attached hereto as EXHIBIT E.  All costs  incurred  in
connection  with recording the short form lease shall  be  shared
equally by Landlord and Tenant.

       20.33       AUTHORSHIP.   This  Agreement  is  a   jointly
negotiated  work product and authorship shall not be ascribed  to
any particular party.

      20.34      THIRD-PARTIES.  Nothing in this Lease, expressed
or  implied, is intended to confer on any person, other than  the
parties  or  their  respective heirs, executors,  administrators,
successors,  assigns and sublessees, any rights  or  remedies  by
reason  of  this  Lease and in no event shall any third-party  be
deemed a third-party beneficiary hereunder.

       20.35       TEMPORARY  SPACE.  [This  Section   has   been
intentionally deleted by the parties.]

      20.36     LIMITATIONS ON LANDLORD'S LIABILITY.  If Landlord
is  in default hereunder, and as a consequence Tenant recovers  a
money  judgment against Landlord, such judgment shall be  a  lien
and  charge only against Landlord's interest in the Premises, its
interest  in  the Building and this Lease, and may  be  satisfied
only  out of the rent and other consideration payable to Landlord
under  this Lease, the proceeds of sale received on execution  of
the  judgment and levy against the right, title, and interest  of
Landlord  in the Premises, Building and this Lease,  and  out  of
rent   or   other  income  from  such  real  property  thereafter
receivable  by  Landlord therefrom or out  of  the  consideration
received by Landlord from the sale or other disposition of all or
any  part  of  Landlord's  right,  title,  and  interest  in  the
Premises, Building and this Lease, and not from any other assets,
real  property  or  other property of Landlord or  its  partners.
Neither Landlord, nor any agent, partner, or employee of Landlord
shall be personally liable for any portion of such a judgment.

           This  Section  20.36 will not restrict  any  claim  or
judgment Tenant may obtain in connection with any injury,  damage
or  claim  arising  from  the  gross  negligence  or  intentional
misconduct  of  Landlord, its agents, partners  or  employees  of
Landlord or any independent contractor of Landlord.

21.  HAZARDOUS SUBSTANCES.

      21.1 REPRESENTATIONS BY LANDLORD.  Landlord represents  and
warrants that the following are true as of the date of this Lease
and will be true as of the Commencement Date:  (i) there has been
no  release, disposal or storage of Hazardous Substances  on  the
Premises to the knowledge of Landlord (as "knowledge" is  defined
and  limited  on the attached Exhibit C); (ii) the Premises  have
not  been to Landlord's knowledge (as "knowledge" is defined  and
limited on the attached EXHIBIT C) and are not presently used for
the  storage, manufacture, disposal, handling, transportation  or
use  of  any  Hazardous Substances; (iii) there are  no  past  or
present  investigations, administrative proceedings,  notices  of
violation or other civil or criminal action threatened or pending
known  to Landlord (as "knowledge" is defined and limited on  the
attached EXHIBIT C)  alleging noncompliance with or violation  of
any   statutes,  regulations  or  ordinances  relating   to   any
environmental  permits,  release or discharge  of  any  Hazardous
Substances,  and  Landlord  has  complied  with  all   applicable
governmental regulations including (but not limited to) obtaining
all  necessary  licenses,  completing in  a  timely  fashion  all
necessary  reporting  and  filing  requirements,  and  satisfying
financial  responsibility  and related obligations  with  respect
thereto, all to the extent applicable; (iv) Landlord has not, nor
to  the  knowledge  of Landlord (as "knowledge"  is  defined  and
limited  on the attached EXHIBIT C) has any prior tenant  or  any
other  third party, violated any statute, regulation or ordinance
relating  to  any  environmental permit or  the  release  of  any
Hazardous Substances; (v) to the best of Landlord's knowledge (as
"knowledge"  is defined and limited on the attached  EXHIBIT  C),
there  are  not  now,  and  have never been  any  aboveground  or
underground  storage  tanks located  on  or  under  the  Shopping
Center;  (vi)  [this subsection has been intentionally  deleted];
and (vii) upon Landlord's tender of possession of the Premises to
Tenant,   the   Premises  shall  be  free  from   all   Hazardous
Substances,  to  the  knowledge of Landlord  (as  "knowledge"  is
defined and limited on the attached EXHIBIT C).

      21.2 INDEMNITY BY LANDLORD.  Landlord further warrants  and
covenants that it will not in the future, install, use,  generate
or  dispose of or grant consent or permission (to the  extent  of
Landlord's right to do so, if any) for any other occupant  of the
Shopping  Center or any third party to install, use, generate  or
dispose  of  on  or  about  the  Shopping  Center  any  Hazardous
Substances,   except  for  immaterial  quantities  of   Hazardous
Substances  customarily used in the construction, maintenance  or
operation of like properties which have been and should  be  used
in  accordance  with applicable laws, statutes,  regulations  and
ordinances  then in effect.  Landlord hereby agrees  to  protect,
defend,  indemnify and hold Tenant harmless from and against  all
claims,   liabilities,  penalties,  costs,  fines,  damages   and
expenses, including, but not limited to, costs and expenses which
Tenant  is obligated to incur to correct or remedy the situation,
the  costs of defending civil enforcement actions, the  costs  of
participating  in regulatory proceedings, or any other  civil  or
administrative  action, including without limitation,  attorneys'
and   expert  fees  and  disbursements,  directly  or  indirectly
incurred  by  Tenant  arising  out  of  the  inaccuracy  of   any
representation,  covenant,  or  warranty  by  Landlord  in   this
Article  21  or the presence of Hazardous Substances  on,  in  or
under  the  Premises  as  of the date  of  Landlord's  tender  of
possession  of the Premises to Tenant. Landlord may  satisfy  its
obligations under this paragraph either by taking action to clean
up   any   Hazardous  Substances  for  which  Landlord   may   be
responsible,  or  by  diligently  taking  commercial   reasonable
actions  to  enforce  any right or action to require  that  third
parties clean up any Hazardous Substances.

      21.3  INDEMNITY BY TENANT.  Tenant warrants  and  covenants
that it shall not install, use, generate, store or dispose of, in
or  about  the  Premises  or the Shopping  Center  any  Hazardous
Substances,   except  for  immaterial  quantities  of   Hazardous
Substances  customarily used in the construction, maintenance  or
operation of restaurants all of which shall be used in accordance
with  applicable laws, statutes, regulations and ordinances  then
in  effect.   Tenant hereby agrees to protect, defend,  indemnify
and   hold  Landlord  harmless  from  and  against  any   claims,
liabilities,  penalties,  fines,  costs,  damages  and  expenses,
including  but not limited to, costs and expenses which  Landlord
is  obligated  to incur to correct or remedy the  situation,  the
costs  of  defending  civil enforcement  actions,  the  costs  of
participating  in regulatory proceedings, or any other  civil  or
administrative  action, including without limitation,  attorneys'
and  expert  fees  and  disbursements, arising  out  of  Tenant's
installation,  use,  generation,  storage  or  disposal  of   any
Hazardous  Substances in or about the Premises  or  the  Shopping
Center.   Tenant may satisfy its obligations under this paragraph
either by taking action to clean up any Hazardous Substances  for
which   Tenant  may  be  responsible,  or  by  diligently  taking
commercial reasonable actions to enforce any right or  action  to
require that third parties clean up any Hazardous Substances.

       21.4   SURVIVAL   OF  OBLIGATIONS.   The  representations,
warranties  and  indemnifications set forth in  this  Article  21
shall  survive  the  expiration or earlier  termination  of  this
Lease.

      21.5  DEFINITIONS  OF  "HAZARDOUS SUBSTANCES"  AND  RELATED
TERMS.     The   term   "HAZARDOUS   SUBSTANCES"   shall    mean:
(a) polychlorinated biphenyls ("PCBs") or "PCB items" (as defined
in  40  C.F.R. Sec. 761.3) or any equipment which contains PCB's;
(b)  any  asbestos or asbestos-containing materials; (c)  stored,
leaked  or spilled petroleum products; or (d) any other chemical,
material  or  substance  (i)  which  is  regulated  as  a  "toxic
substance"  (as  defined by the Toxic Substance Control  Act,  15
U.S.C. Sec. 2601 et seq., as amended), (ii) which is a "hazardous
waste" (as defined by the Resource Conservation and Recovery Act,
42  U.S.C.  Sec.  6901 et seq., as amended),  (iii)  which  is  a
"hazardous   substance"   (as  defined   by   the   Comprehensive
Environmental Response, Compensation and Liability  Act  of  1980
("CERCLA"),  42  U.S.C. Sec. 9601 et seq., as amended),  or  (iv)
exposure  to  which is prohibited, limited or  regulated  by  any
federal,  state,  county, regional, local or  other  governmental
statute, regulation, ordinance or authority of which, even if not
so regulated, may or could pose a hazard to the health and safety
of  the  occupants of or invitees to the Premises, or the owners,
tenants  or  occupants  of the Shopping Center  or  the  property
adjacent to the Shopping Center.

      IN  WITNESS  WHEREOF, Landlord and Tenant have  signed  and
sealed  this  Ground Lease as of the day, month  and  year  first
above written.

                              LANDLORD:

                              ALPHA GROUP, L.L.C.,
                              a limited liability company



                              By
Witness
                              Print
                              Its



                              TENANT:

                              OCB REALTY CO.,
                              a Minnesota corporation


/s/ Julie Saude               By /s/ Roe H Hatlen
Witness                       Print     Roe H. Hatlen
                              Its  Chief Executive Officer

                           EXHIBIT A-1


                LEGAL DESCRIPTION OF THE PREMISES

     See attached (or to be mutually approved and attached).
                                
                                
                         ALPHA GROUP PROPERTY

Part of the Northeast Quarter of Section 6, Township 39 North,
Range 12 East of Third Principal Meridian, In Cook County,
Illinois, described as follows:

Commencing at the Southeast corner of Lot 7 in Block 9 as
designated upon the Plat of The H.O. Stone Northlake Addition
being a subdivision of part of the Northeast Quarter of said
Section 5, the Plat of which subdivision is recorded as Doc. No.
14036603  in the Recorder's Office of Cook County, Illinois;
thence North 61 egrees 02 minutes 56 seconds West along the South
line of said Block 9, a distance of 298.67 feet to the Southwest
corner of Lot 18 in Block 9 of said subdivision; thence North 0
degrees 00 minutes 41 seconds East, a distance of 32.74 feet;
thence North 45 degrees 00 minutes 00 seconds East, a distance of
21.88 feet to the Point of Beginning; thence North 89 degrees 59
minutes 19 seconds West, a distance of 5572 feet; thence North 50
degrees 32 minutes 46 seconds West, a distance of 35.35 feet;
thence North 61 degrees 36 minutes 58 seconds West, a distance of
50.12 feet; thence North 0 degress 00 minutes 47 seconds East, a
distance of 106.45 feet; thence North 80 degrees 55 minutes 14
seconds West, a distance off 13.15 feet; thence North 0 degrees
00 minutes 00 seconds East, a distance of 33.41 feet; thence
South 89 degrees 51 minutes 03 seconds East, a distance of 231.58
feet; thence South 31 degrees 21 minutes 45 seconds East, a
distance of 48.81 feet; thence South 0 degrees 00 minutes 00
seconds East, a distance of 143.92 feet; thence North 89 degrees
59 minutes 19 seconds West, a distance of 116.,82 feet to the
Point of Beginning containing 43,417 square feet (0.9967 acres)
more or less, all being situated in Cook County, Illinois.


                           EXHIBIT A-2


                                
            [DRAWING OR PLAN OF THE SHOPPING CENTER]

     See attached (or to be mutually approved and attached).




                            EXHIBIT B

                                
            [DRAWING OR PLAN OF THE SHOPPING CENTER]
                                


                            SITE PLAN


Identify:
     Premises (Crosshatched)            [Section 1]
     Shopping Center (Red)              [Section 1]
     Protected Parking Area             [Section 8.3]
     Tenant's Dumpster Area (Green)     [Section 20.27]
     Employee Parking Area* (Orange)    [Section 8.3]
               *[if any]



                            EXHIBIT C

                LANDLORD'S WORK AND TENANT'S WORK


1.   CONTINGENCY; CONDITION AND TITLE TO PREMISES.  This Lease is
subject  to:   (i)  Tenant's reasonable  determination  that  the
Premises  does not contain any hazardous substances or  hazardous
materials  listed by the U.S. Environmental Protection Agency  or
by  the  State in which the Premises is located under  applicable
environmental laws and regulations ("HAZARDOUS SUBSTANCES"),  and
(ii)  the  parties' ability to obtain the permit(s) required  for
constructing  Landlord's Work and Tenant's Work as referenced  in
this  Exhibit  (as  to  Landlord, such "permits"  will  mean  the
creation  of  the  Premises as a separate legal  lot  capable  of
commercial  development, with zoning that  will  permit  Tenant's
intended  use, and any approvals needed of Sam's and  WalMart  to
this Lease and the intended development of the Premises).

      The  only  "Landlord's  Work" is to  perform  its  delivery
obligations as set forth in Section 4 of the Lease, and does  not
involve any work on or to the Premises.

      Promptly  after  execution  of this  Lease,  Landlord  will
provide  to Tenant the following (except as otherwise  waived  in
writing    by   Tenant):    (i)   a   current   TITLE   INSURANCE
COMMITMENT/REPORT acceptable to Tenant from a reputable  national
title  insurance  company selected by Tenant  ("TITLE  COMPANY"),
showing  a  good and merchantable leasehold estate in the  leased
Premises vested in Tenant (or that Title Company is committed  to
issue such a policy, upon recordation of the memorandum of lease)
and  showing  Landlord as the fee owner of the  Shopping  Center,
together  with  copies of all easements, covenants, restrictions,
agreements  or  other documents which affect the leased  Premises
and  Shopping  Center; (ii) an ALTA/ACSM SURVEY OF  THE  PREMISES
(or,  at  Landlord's option, an ALTA/ACSM survey of the  Shopping
Center that shows the boundaries and location of the Premises) by
a  licensed surveyor or civil engineer licensed in the  state  in
which   the  Shopping  Center  is  located,  in  form  reasonably
acceptable to, and certified to, Tenant and in sufficient  detail
to  provide  the  basis  for an ALTA policy  of  title  insurance
without  boundary, encroachment or survey exceptions and  showing
the  location  of  all  utilities; and  (iii)  such  SOIL  TESTS,
GEOTECHNICAL  STUDIES, ENVIRONMENTAL TESTS OR  AUDITS  AND  OTHER
REPORTS  OR STUDIES ON THE PHYSICAL CONDITION OF THE PREMISES  OR
SHOPPING CENTER AS ARE IN LANDLORD'S POSSESSION.

      Tenant will have thirty (30) days after mutual execution of
this  Lease  to perform such investigations concerning  Hazardous
Substances  within the Premises or such "Level One" environmental
assessments as Tenant may desire, and may terminate this Lease by
written  notice  to Landlord within forty-five  (45)  days  after
mutual  execution  of  this  Lease if Tenant  is  not  reasonably
satisfied with the results thereof.  If not so terminated  within
such time period, the contingency in subparagraph (i) above shall
conclusively be deemed waived.

      Tenant  shall  have twenty (20) days after receipt  of  the
survey,  preliminary  title  report  and  copies  of  all   title
exceptions within which to notify Landlord in writing of Tenant's
disapproval  of any exceptions shown in the title  report,  other
than  an exception for current property taxes.  Tenant shall have
twenty   (20)  days  after  receipt  of  the  soils   tests   and
environmental audit within which to notify Landlord in writing of
Tenant's disapproval of any aspect of the tests or audit or their
results.   In the event of such disapproval, Landlord shall  have
thirty  (30)  days after receipt of Tenant's notice to  eliminate
any  disapproved  title exception or to correct  any  disapproved
aspect  of  the  tests or audit (or to satisfy  Tenant  that  the
disapproved   title  exception  or  the  soil  or   environmental
condition to which Tenant objected will be corrected by  Landlord
within  a time period approved by Tenant in writing, but  not  in
any event later than the date Landlord delivers possession of the
leased  Premises to Tenant).  If Landlord is unable or  unwilling
to  eliminate a disapproved title exception or disapproved aspect
of  the soil tests or environmental audit, either party may elect
to  rescind  this Lease by notice to the other  party.   In  such
event,  all  obligations of the parties under  this  Lease  shall
thereafter  cease,  unless Tenant notifies Landlord  (within  ten
(10)  days  after Tenant's receipt of any such rescission  notice
from Landlord) that Tenant elects to waive its prior disapproval.

      As  to the permits and approvals referenced in subparagraph
(ii)   above,  the  respective  parties  will  diligently  pursue
obtaining required permit(s) in accordance with the terms of this
Lease,  will  keep  each other informed of  the  status  of  such
matters  and  will notify the other party at such  times  as  the
party obtains (or is denied) such permit(s).  Notwithstanding the
nature  of the delaying cause (including "force majeure" delays),
in the event that such permit(s) have not been obtained not later
than  the  Drop Dead Date provided in Section 2.2 of  the  Lease,
then  either  party may elect to cancel this Lease  upon  written
notice  to the other, in which event Tenant will be refunded  any
rent payment or deposit made in connection with the execution  of
this  Lease  and both parties will have no further obligation  to
the  other pursuant to this Lease.  If at any time prior to  such
date  Tenant  determines  that the  condition  relating  to  such
permit(s) or approvals cannot be satisfied after diligent effort,
Tenant  shall  give  Landlord not less than 15  days'  notice  of
termination  of this Lease, specifying in reasonable  detail  the
condition(s) that cannot be satisfied. Tenant will turn  over  to
Landlord  the  written work product in its possession  concerning
the  Premises  as  Landlord  may  reasonably  require,  including
applications for governmental approvals and related data.

      If this Lease is not terminated, then upon the Commencement
Date,  Landlord  will cause Title Company to issue  to  Tenant  a
leasehold policy of the title insurance in ALTA extended coverage
form  and  in  the  amount of at least One Million  Five  Hundred
Thousand  Dollars  ($1,500,000).  Such policy  will  not  include
exceptions  for  any  taxes or assessments  levied,  assessed  or
imposed for any period prior to the Commencement Date, or for the
rights  of  any party in possession, other than Tenant and  other
than  easements of record which have been approved in writing  by
Tenant as provided above.

2.     ZONING  AND  RELATED  MATTERS.   Landlord  represents  and
warrants that, as of the date hereof and as of the date on  which
Landlord  delivers  possession of the  Premises  to  Tenant,  the
following  will  be  true and correct:  (i)  no  portion  of  the
Premises  is classified with any governmental or other  authority
as  a wetland or environmentally restricted area Substances,   to
the  knowledge of Landlord (as "knowledge" is defined and limited
below);  (ii)  the  Premises  is not  identified  as  having  any
archeological  or  historic significance,  to  the  knowledge  of
Landlord (as "knowledge" is defined and limited below); (iii) the
Premises  is not located in a flood hazard area as set  forth  in
the  Federal Emergency Management Agency Flood Insurance Rate Map
or  Flood  Hazard  Boundary  Map or other  hazard  area,  to  the
knowledge  of  Landlord (as "knowledge" is  defined  and  limited
below);  (iv) TO THE LANDLORD'S KNOWLEDGE (as defined and limited
below),  the  Premises is free from poorly or  improperly  filled
ground  or  other geological or engineering conditions  known  to
Landlord  that may preclude or significantly interfere  with  the
development  and  use  of  the Premises  for  a  restaurant;  and
(v)  the Premises presently has (EXCEPT as otherwise noted on any
addendum  to  this Lease) the necessary state, county,  municipal
and  other  governmental  authorities' permits  (EXCEPT  building
permits), final zoning (without further appeal rights), and other
land  use  approvals  and curb cuts for traffic  access  and  all
utility, sewer, storm sewer and other public utility lines within
the  Premises or on its boundary lines, sufficient to  allow  its
construction and development as contemplated, to the knowledge of
Landlord (as "knowledge" is defined and limited below).

      As  used in this Exhibit, the terms "KNOWN" and "KNOWLEDGE"
mean  actual  (not constructive) knowledge by the  employees  and
officers  of  Landlord that have been involved in the negotiation
of  this Lease or who are regularly engaged in the management  of
Landlord's  real  estate  operations that  include  the  Shopping
Center.    Landlord  will  NOT  be  liable  to  Tenant   on   the
representations  and  warranties  under  this  paragraph   unless
Landlord  had  actual knowledge of the condition or  event  which
made  the  representation or warranty false as of the  date  this
Lease  is executed and Landlord failed to disclose to Tenant  the
fact  known to Landlord which made the representation or warranty
false.

  3.   LANDLORD'S WORK.   [This Section has been intentionally
                    deleted by the parties.]
                                
4.    TENANT'S  PLANS.  Prior to commencement of construction  of
Tenant's  Work, Tenant will prepare and deliver to Landlord,  for
its  review and approval, one (1) set of fully dimensioned  scale
working  drawings  of  the  proposed  Building,   prepared  by  a
licensed  architect,  including types of  materials  and  colors,
interior  partitions,  ceiling plan,  roof plan,  if  applicable,
plumbing  fixtures, and electrical plans prepared by  a  licensed
electrical  engineer setting forth all electric  requirements  of
Tenant  (collectively  referred to as "Plans").   Landlord  shall
have fifteen (15) days after receipt of the Plans to provide  its
comments.  If Landlord has not notified Tenant in writing of  its
approval or disapproval within the time periods stated above, the
Plans  shall  be  conclusively deemed approved by  Landlord.   If
Landlord disapproves such Plans, Tenant shall promptly revise and
resubmit  such  Plans to Landlord, correcting  or  altering  such
disapproved  items.  If at any time that Tenant  is  required  to
approve  Landlord's  plans  but  does  not  respond  within   the
specified  time  period, such plans shall  also  be  conclusively
deemed  to be approved. Upon mutual approval of the Plans, Tenant
shall  submit  the  Plans  to  the City/County  for  governmental
approval.

      Notwithstanding  the foregoing, Landlord  acknowledges  and
approves  an architecturally prominent storefront of the Premises
which  shall  generally  conform to the elevation  plan  attached
hereto  as  EXHIBIT  I.  Tenant shall not be required  to  submit
Plans to Landlord until such time as Landlord has executed a Non-
Disclosure  Agreement  in favor of Tenant in  the  form  attached
hereto as EXHIBIT F.  Prior to Landlord providing a copy of  such
Plans  to  Sam's or Wal-Mart, Landlord will obtain  execution  by
them of a Non-Disclosure Agreement in the same form.

5.    TENANT'S  WORK.  Tenant will perform all work  required  to
construct  the  Building  and  restaurant  within  the   Premises
(pursuant to plans and specifications to be approved by  Landlord
pursuant to this Lease), after Landlord delivers the Premises  to
Tenant.   Tenant will obtain any permits required for such  work,
will diligently pursue it to completion in a good and workmanlike
manner,  and will promptly notify Landlord as to any  problem  in
construction  schedule.  All of Tenant's Work  shall  conform  to
the  approved  Plans, and any material changes  thereto  will  be
approved  in  writing  by  Landlord.   When  Tenant's   Work   is
completed, the parties will conduct a walkthrough of the Premises
to confirm that the Premises is in the condition required by this
Lease  or  to  identify "punch list" items  to  be  corrected  by
Tenant.

6.   TENANT'S SIGN SPECIFICATIONS.  Tenant will have the right to
install  signs on the Premises and on any pylon sign of  Tenant's
within the Premises with Tenant's identification signage.

7.   CONSTRUCTION ALLOWANCE.  As a contribution to Tenant's Work,
Landlord  shall  pay  to  Tenant a  construction  allowance  (the
"CONSTRUCTION  ALLOWANCE")  of SIX HUNDRED  THOUSAND  and  No/100
Dollars ($600,000.00).  An interim payment of     ZERO and No/100
Dollars ($0) shall be paid on Tenant's completion of one-third of
Tenant's Work.  An additional interim payment of ZERO and  No/100
Dollars ($0) shall be paid upon Tenant's completion of two-thirds
of  Tenant's  Work.  The final remaining payment of  SIX  HUNDRED
THOUSAND  and  No/100 Dollars ($ 600,000.00) shall be  paid  upon
completion   of   Tenant's  Work.   Landlord   shall   pay   such
installments  to Tenant within fifteen (15) days  after  Tenant's
written request therefor and delivery to Landlord of a true  copy
of   the   certificate  of  occupancy  for  the  Premises  (which
requirement,  if  the  governing  jurisdiction  issues  temporary
certificates of occupancy in connection with the initial  opening
for  business  of  the  Premises, will be satisfied  by  Tenant's
delivery  of such temporary certificate of occupancy (subject  to
the  qualification  stated below) to Landlord,  but  Tenant  will
thereafter  continue to pursue, obtain and provide to Landlord  a
copy  of the final certificate of occupancy, when available).  If
Tenant  delivers a temporary certificate of occupancy to Landlord
and  it has so many "punch list" items needed for completion  and
issuance of a final certificate of occupancy such that the "punch
list" items cannot reasonably be completed within one hundred and
twenty  (120)  days from the date of delivery  of  the  temporary
certificate of occupancy to Landlord, then Landlord will have the
right to withhold from disbursement to Tenant such portion of the
Construction Allowance as may be reasonably necessary to  provide
security  for completion of all "punch list" items, in an  amount
equal  to 115 percent (115%) of the estimated cost to finish  all
"punch list" items.

           Upon  the  prior  written request of Landlord,  Tenant
shall  provide Landlord partial mechanics' lien waivers  for  all
Major  Contractors  (as  defined  below)  for  interim  allowance
payments   and  full  mechanics'  lien  waivers  for  all   Major
Contractors for the final allowance payment (or will provide  the
affidavit and indemnity, as provided in Section 8 below).

           Failure by the Landlord to pay any installment of  the
allowance  when due shall constitute a default of Landlord  under
this  Lease.   In  addition to any remedies available  to  Tenant
under  this  Agreement  or  at law  or  equity  as  a  result  of
Landlord's default, Tenant may:  (a) charge Landlord interest  on
the  overdue amount from the date such installment is due on  all
delinquent  installments at the lesser of (i)  the  highest  rate
allowed  by law or (ii) a rate of two percent (2%) over the  rate
then  announced by Chase Manhattan Bank as its base or prime rate
per  annum;  and  (b)  set  off  any delinquency  and  applicable
interest against one hundred percent (100%) of the Minimum  Rent,
Percentage Rent and/or Additional Rent payments first coming  due
under this Lease until such delinquency is fully repaid.

8.    LIEN CLAIMS; RIGHT TO CONTEST; AFFIDAVIT AND INDEMNITY.  In
the event a lien is filed against the Premises or Shopping Center
by  reason of Tenant's Work or any alteration, addition or repair
to  the Premises made by or at the order of Tenant, Tenant  shall
be  allowed to contest such lien; provided, however, Tenant shall
cause  such lien to be bonded within thirty (30) days after  such
lien  is filed and Tenant hereby agrees to hold Landlord harmless
from and against any and all claims and demands by contractors or
other  third  parties  against the Premises  or  Shopping  Center
relating to or arising out of such work, alteration, addition  or
repair.

      Whenever  Tenant is required to supply Landlord  with  lien
waivers,  Tenant  may  satisfy  such  requirements  by  providing
Landlord  with  an  affidavit and indemnity by  Tenant  that  all
persons  engaged  in, or providing materials in connection  with,
Tenant's  Work  have  been paid, and indemnifying  Landlord  with
respect to any person who may subsequently claim or file  a  lien
is  filed  against the Premises or Shopping Center by  reason  of
Tenant's  Work  or  any alteration, addition  or  repair  to  the
Premises  made  by or at the order of Tenant (the "AFFIDAVIT  AND
INDEMNITY").   Tenant's  obligations  under  such  Affidavit  and
Indemnity will be guaranteed by Buffets, Inc. (the "GUARANTOR").

9.    CERTAIN CONSTRUCTION-RELATED PROVISIONS.  So long as Tenant
(including, for this purpose, the net worth of Guarantor)  has  a
net worth of $50,000,000  or greater, the following will apply:

      (a)   RIGHT  TO  CONSTRUCTION MANAGE;  BONDING  AND  SURETY
OBLIGATIONS OF TENANT.  Notwithstanding the foregoing  and  other
provisions  of  this  Lease  and attached  exhibits,  Tenant  may
construction  manage  the  work and need  not  employ  a  general
contractor, and there will be no bonding requirements imposed  by
this  Lease  on  work  to  be performed by  Landlord  or  Tenant.
However, for purposes of this Lease, as to any unbonded  work  by
Tenant, Tenant will be the surety to Landlord with respect to the
work  and cause it to be promptly performed and completed,  lien-
free and in a good and workmanlike manner.

     (b)  DOCUMENTATION CONCERNING CONTRACTOR AND SUBCONTRACTORS.
References in this Lease to documentation required of Tenant with
respect to contractors and subcontractors and suppliers will mean
Tenant's   general  contractor,  if  there  is  one,  and   Major
Contractors.   As used in this Lease, a "MAJOR CONTRACTOR"  is  a
contractor  or  supplier  having a statutory  right  to  claim  a
construction,  mechanic's or materialman's lien under  State  law
whose  contract equals or exceeds fifteen percent  (15%)  of  the
total construction budget for Tenant's Work.

      (c)   TIME PERIODS FOR TENANT'S WORK.  Notwithstanding  any
provision of this Lease concerning any time period for Tenant  to
commence   or   complete   Tenant's  Work   (including,   without
limitation,  any  provision  concerning  commencement  of  rental
obligations that is related to the time period for the completion
of  Tenant's  Work), any such time period(s) will be extended  by
any  "force  majeure"  events or by any  delays  by  Landlord  in
providing  any approvals required hereunder (it being  understood
that  Tenant may, but is not required to, accept and rely on  any
"deemed  approved" provisions of this Lease for  any  failure  by
Landlord  to  respond within a stated time period, and/or  Tenant
may  at its option require written confirmation of such approval,
and delays by Landlord in providing such written confirmation  of
approval will extend Tenant's time periods for Tenant's Work  and
commencement of rent).
                            EXHIBIT D

                      RULES AND REGULATIONS

                     (None - NOT APPLICABLE)
                            EXHIBIT E

                   MEMORANDUM OF GROUND LEASE

     THIS MEMORANDUM OF GROUND LEASE, is made and entered into as
of  this ______ day of ____________________, 19__, by and between
ALPHA  GROUP,  L.L.C.,a  ____________________  limited  liability
company ("Landlord"), and OCB Realty Co., a Minnesota corporation
("Tenant").

                            RECITALS

      WHEREAS,  Landlord  and Tenant entered  into  that  certain
ground  lease dated ____________________ (the "Lease"),  relating
to  certain leased land (the "Premises") which are a part of  the
shopping center development commonly known as ___________________
(the "Shopping Center"), situated on certain real property in the
City  of  _______________, _____________  County,  _____________,
which  Shopping Center is legally described on Exhibit A attached
hereto; and

     WHEREAS, Tenant has subleased the Premises to OCB Restaurant
Co.; and

      WHEREAS,  Landlord and Tenant now wish  to  memorialize  of
record  the existence of the Lease and certain specific terms  of
the same.

      NOW THEREFORE, in consideration of the Lease and other good
and valuable consideration, Landlord and Tenant agree as follows:

      1.   Landlord and Tenant are parties to the Lease to demise
and  let  the  Premises,  upon  the  terms  and  conditions  more
particularly set forth in the Lease.

      2.   The term of the Lease shall be for an initial term  of
twenty (20) full Lease Years and any Partial Lease Year (as  such
terms    are    defined    in   the   Lease),    commencing    on
_______________________,  1998  (the  "Commencement  Date"),  and
expiring on December 31, 2018.

      3.    Subject to the terms and conditions more particularly
set  forth in the Lease, Tenant has the option to extend the term
of  the  Lease for four (4) additional periods of five (5)  years
each,  such periods to commence at the expiration of the  initial
term or preceding extended term of the Lease, as the case may be.

      4.   Reference is made to the Lease for a full statement of
the  terms  and conditions of the Lease, all of which are  hereby
incorporated by reference.

      5.    Nothing in this Memorandum of Ground Lease  shall  be
construed to amend, modify, change, alter, amplify, interpret  or
supersede  any  of the terms and provisions of the  Lease,  which
shall in all things control.

      IN  WITNESS  WHEREOF, Landlord and Tenant have caused  this
Memorandum of Ground Lease to be executed as of the day and  year
first above written.

Witness:                           LANDLORD:

                                   ALPHA GROUP, L.L.C.,
                                   a limited liability company
Print


                                   By:
                                   Print:
                                   Its:


Witness:                           TENANT:

                                   OCB REALTY CO.,
Print                              a Minnesota corporation



                                   By:
                                   Print:
                                   Its:


STATE OF _________________    )
                    )ss.
COUNTY OF _______________     )

      The  foregoing instrument was acknowledged before  me  this
____      day      of     ___________________,      199_,      by
_______________________,     the    ______________________     of
_______________________________, a __________________________, on
behalf of the ____________________.


(seal)                           
                              Notary Public


STATE OF MINNESOTA  )
                    ) ss.
COUNTY OF __________     )

      The  foregoing instrument was acknowledged before  me  this
____      day      of     ____________________,     199_,      by
________________________,  the  ______________________   of   OCB
Realty   Co.,   a  Minnesota  corporation,  on  behalf   of   the
corporation.


(seal)                             

                                         Notary Public



                            EXHIBIT F

                    NON-DISCLOSURE AGREEMENT

      THIS NON-DISCLOSURE AGREEMENT is made and entered into this
____  day  of __________, 19__ by and between OCB Realty  Co.,  a
Minnesota corporation (the "Tenant"), and ALPHA GROUP, L.L.C.,  a
____________________ limited liability company (the "Landlord").

     WHEREAS, the purpose of this Agreement is to set forth terms
and  conditions under which the Tenant may disclose  to  Landlord
certain information that is confidential and proprietary  to  the
Tenant  for  the purpose of furthering the business  relationship
between the Tenant and the Landlord.

      NOW THEREFORE,  the Tenant and the Landlord hereby agree as
follows:

      I.    CONFIDENTIAL INFORMATION.  "Confidential Information"
of  the  Tenant means any information which is not made generally
available to others by the Tenant.  Confidential Information  may
be  oral  or written, or recorded on electronic or other  storage
media.   Confidential Information may include (but is not limited
to)  sales  and  profitability information,  methods,  processes,
procedures,  techniques, recipes, formulas, floorplans,  designs,
drawings,     blueprints,    computer     programs,     know-how,
specifications,   new   product  and   service   ideas,   product
development plans, marketing plans, strategies, and identities of
other  suppliers,  vendors or contractors with which  the  Tenant
deals.   However,  Confidential  Information  shall  not  include
information which the Landlord can demonstrate by means of  prior
written  records  or  other  clear and  convincing  circumstances
(a)  was or becomes generally available to the public other  than
as  a  result  of  a disclosure by Landlord or by its  directors,
officers,     or    lenders    (collectively,    the    "Landlord
Representatives"), or (b) was or becomes known to the Landlord on
a  nonconfidential  basis from a source other  than  the  Tenant,
provided that such source (and if applicable, its sources) is not
bound by a confidentiality agreement with the Tenant.

      II.   CONFIDENTIALITY.  EXCEPT as otherwise provided below,
Landlord  agrees, at all times during and after the existence  of
the  commercial relationship between the Tenant and the Landlord,
to  protect and hold the Confidential Information strictly secret
and  confidential, to use such Confidential Information only  for
the purpose(s) for which it is disclosed, and not to directly  or
indirectly  disclose, publish, reproduce  or  use  (or  cause  or
permit the disclosure, publication, reproduction or use of)  such
Confidential  Information for any other  purpose.   The  Landlord
will  disclose the Confidential Information only to such  of  the
Landlord's  Representatives as need  to  know  such  Confidential
Information  for  the Landlord to carry out  the  activities  and
purposes for which it was disclosed by the Tenant.

      III.  RETURN OF CONFIDENTIAL INFORMATION.  At such time  as
the   Landlord  no  longer  needs  to  retain  such  Confidential
Information to carry out the purposes and activities for which it
was disclosed, the Landlord will promptly return to the Tenant or
destroy  all  tangible  material containing  or  reflecting  such
Confidential  Information  and  will  not  retain   any   copies,
extracts, summaries or other reproductions in whole or in part of
such  tangible  material,  and such return/destruction  shall  be
certified in writing to the Tenant.

      IV.   SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  be
binding  upon  the parties, the Representatives of the  Landlord,
and   each   party's   and  Representative's  respective   heirs,
successors  and  assigns.   The Landlord  shall  take  reasonable
precautions  to ensure that its Representatives comply  with  the
provisions  of  this  Agreement, and  shall  indemnify  and  hold
harmless   the  Tenant  against  any  breaches  hereof   by   its
Representatives.  The Landlord agrees to identify, upon  request,
all  persons to whom any Confidential Information may  have  been
disclosed.

       V.     SEVERABILITY;  REMEDIES.   If  any   provision   or
application  of this Agreement is held unlawful or  unenforceable
in  any  respect, such illegality or unenforceability  shall  not
affect  other  provisions  or applications  which  can  be  given
effect,  and this Agreement shall be construed as if the unlawful
or  unenforceable provision or application had not been contained
herein.   The Landlord acknowledges that the Tenant may not  have
an adequate remedy at law in the event of any unauthorized use or
disclosure  of  Confidential Information by the Landlord  or  its
Representatives, and that the Tenant shall therefore be entitled,
in  addition  to  any other remedies that may  be  available,  to
injunctive and/or other equitable relief to prevent or remedy any
such unauthorized use or disclosure.

      VI.  GOVERNING LAW.  This Agreement shall be construed  and
enforced in accordance with the laws of the State of Minnesota.

      VII. EXCEPTIONS TO CONFIDENTIALITY.     The foregoing  will
not  restrict the following: (i) Landlord may submit  information
it  obtains  in  connection with this  Lease  that  may  fit  the
definition   of  Confidential  Information  IN  CONFIDENCE   (but
Landlord will not be liable for any breach of confidentiality  by
the  recipient,  so  long  as  Landlord  labels  the  information
presented   or  otherwise  notifies  the  recipient   that   such
information  is Confidential) to any of Landlord's  institutional
lenders that may be financing Landlord's interest in the Premises
or   to  any  potential  or  actual  mortgagee  or  purchaser  of
Landlord's  interest,  or to employees, directors,  officers  and
partners of Landlord, or to Landlord's accountants, legal counsel
and professional advisors; (ii) such Confidential Information may
be disclosed or submitted to the court or decision-making body as
may be required in connection with any litigation, arbitration or
other   proceeding  between  the  parties;  and/or   (iii)   such
Confidential Information may be disclosed or submitted as may  be
legally required by the Securities and Exchange Commission or any
governmental    or   court   order   or   law   or    regulation.
Notwithstanding  the foregoing, if Landlord  receives  any  third
party  request for any Confidential Information that  may  be  in
Landlord's  possession, Landlord will promptly notify  Tenant  of
the request and reasonably cooperate (at no out-of-pocket expense
to   Landlord)   on  any  action  by  Tenant  to   preserve   its
confidentiality  (e.g.,  and  not in limitation,  returning  such
Confidential  Information  to  Tenant  so  it  is  no  longer  in
Landlord's possession).


      IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of the day and year first above written.



                              LANDLORD:

                              ALPHA GROUP, L.L.C.,
                              a limited liability company


                              By
Witness                       Print

                              Its


                              TENANT:

                              OCB REALTY CO.,
                              a Minnesota corporation


                              By
Witness                       Print     Roe H. Hatlen
                              Its  Chief Executive Officer



                            EXHIBIT G

     SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
(the  "Agreement"), dated this ___ day of ______________,  19___,
by  and among OCB Realty Co., a Minnesota corporation ("Tenant"),
ALPHA  GROUP,  L.L.C., a limited liability company  ("Landlord"),
and        ____________________________________________,        a
_____________________________ ("Lender").

                            RECITALS

     WHEREAS, Lender is the current holder of a [mortgage/deed of
trust]  made  by Landlord in Lender's favor dated ______________,
19___,  and  filed  in  the  Office  of  ________________________
County,   as   ______________________  (the  "[Mortgage/Deed   of
Trust]"); and

      WHEREAS,  the  [Mortgage/Deed of  Trust]  relates  to  that
certain shopping center development owned by Landlord, located in
_____________________________,      commonly       known       as
_____________________________, and legally described on Exhibit A
attached hereto (the "Shopping Center"); and

     WHEREAS, Tenant is the tenant, and Landlord is the landlord,
under that certain Lease dated __________ (the "Lease"), relating
to  a  certain  portion of the Shopping Center more  particularly
described in the Lease (the "Premises"); and

      WHEREAS, Lender, Landlord and Tenant have requested of  and
granted  to  each  other  the agreements hereinafter  stated  and
desire to evidence said agreements in writing.

      NOW, THEREFORE, For good and valuable consideration paid by
each to the other, the receipt and sufficiency of which is hereby
acknowledged,  Landlord,  Tenant  and  Lender  hereby  agree   as
follows:

      1.    Subordination.  Except as otherwise provided  herein,
the  Lease is now and shall at all times continue to be,  subject
and  subordinate  in each and every respect to the  lien  of  and
security interest created by the [Mortgage/Deed of Trust], and to
any and all renewals, extensions, modifications, substitutions or
replacements thereof, subject to the terms and conditions of this
Agreement.

      2.    Nondisturbance.  So long as Tenant is not in default,
beyond any applicable cure periods provided in the Lease, in  the
payment of the rental reserved in the Lease, or in the observance
or performance of any of the other terms, covenants or conditions
contained in the Lease or in this Agreement on Tenant's  part  to
be observed and performed:

           (a)   Tenant's possession of the Premises and Tenant's
rights  and  privileges under the Lease shall not be  terminated,
canceled  or in any way disturbed, diminished or interfered  with
by  the Lender during the term of this Lease and any extension or
renewal  thereof, whether or not the [Mortgage/Deed of Trust]  is
in default and whether or not Lender acquires Landlord's interest
in  the  Lease by foreclosure or deed in lieu of foreclosure,  or
otherwise.

           (b)   Lender will not join Tenant as a party defendant
in  any  action  or  proceeding for the  purpose  of  terminating
Tenant's interest and estate under the Lease as a result  of  any
default  under  the [Mortgage/Deed of Trust]; PROVIDED,  however,
Lender may join Tenant in a foreclosure action if such joinder is
necessary  for  the purpose of foreclosing the [Mortgage/Deed  of
Trust]  against Landlord, but then only for such purpose and  not
for the purpose of terminating the Lease.

           (c)   If Lender has control of any funds or allowances
owed  Tenant  by  Landlord, Lender shall  release  the  funds  or
allowances pursuant to the terms of the Lease.
      3.    Attornment.   If the interests of Landlord  shall  be
transferred  to  and owned by Lender by reason of foreclosure  or
other  proceedings  brought by it in lieu of  or  pursuant  to  a
foreclosure, or by any other manner, and Lender succeeds  to  the
interest  of the Landlord under the Lease, Tenant shall be  bound
to  Lender  under all of the terms, covenants, and conditions  of
the  Lease for the balance of the term thereof remaining and  any
extensions   or  renewals  thereof  which  may  be  effected   in
accordance with any option therefor in the Lease, with  the  same
force  and effect as if Lender were the landlord under the Lease,
and  Tenant  does hereby attorn to Lender as its  landlord,  said
attornment  to  be effective and self-operative immediately  upon
Lender  succeeding to the interest of Landlord  under  the  Lease
without  the execution of any further instruments on the part  of
any  of the parties hereto; provided, however, that Tenant  shall
be  under  no  obligation  to pay rent  to  Lender  until  Tenant
receives written notice from Lender that it has succeeded to  the
interest  of  the Landlord under the Lease.  The  parties  hereto
agree  that  the respective rights and obligations of Tenant  and
Lender  upon such attornment, to the extent of the then remaining
balance  of  the  term of the Lease and any such  extensions  and
renewals, shall be and are the same as now set forth therein;  it
being   the  intention  of  the  parties  for  this  purpose   to
incorporate  the  Lease in this Agreement by reference  with  the
same  force  and  effect  as  if set  forth  at  length  in  this
Agreement.

      4.    Representations and Warranties of Landlord.  Landlord
represents  and  warrants to Tenant that  the  [Mortgage/Deed  of
Trust]  is the only encumbrance on the Shopping Center or on  the
Premises and that the interest of Tenant under the Lease  is  not
subordinate to any other lien or interest.

      5.    Rental Payment.  Landlord and Lender agree that  upon
receipt  of written notice from Lender that Lender has  succeeded
to  the interest of Landlord under the Lease, that Tenant may pay
all rental and other charges reserved under the Lease directly to
Lender.  Landlord and Lender further agree that any such payments
shall  be  credited by both Lender and Landlord against  Tenant's
rental  and  other  obligations under the  Lease,  regardless  of
whether  Lender had the right to make such demand and  regardless
of any contrary demands which may be made by Landlord.

     6.   Successors and Assigns; Binding Effect.  This Agreement
shall be binding upon Landlord, its successors and assigns, shall
be  binding  upon  and  inure  to  the  benefit  of  Tenant,  its
successors, assigns and sublessees and shall be binding upon  and
inure  to  the benefit of Lender, its successors and assigns  who
acquired title thereto from or through Lender.

      7.    Entire Agreement.  This Agreement contains the  whole
agreement between the parties hereto as to the [Mortgage/Deed  of
Trust] and the priority thereof, herein described, and there  are
no  agreements,  written or oral, outside or separate  from  this
Agreement,  and all prior negotiations, if any, are  merged  into
this Agreement.

     8.   Relationship Between Parties.  The subordination of the
Lease  to  the [Mortgage/Deed of Trust] will not be construed  to
give  Lender,  or  its successors and assigns,  any  interest  in
casualty  insurance  maintained by Tenant or  proceeds  to  which
Tenant  is entitled under the Lease, nor will it be construed  to
modify  any  of  the provisions of the Lease or of  the  parties'
obligations under the Lease.

      9.    Notices.  Any notices required or permitted hereunder
may be given in the manner provided in Section 30.5 of the Lease.
Tenant's  addresses  for notice purposes  are  as  set  forth  in
Section  30.5 of the Lease.  Lender's address for notice purposes
is  as set forth below.  All notices shall be effective upon  the
delivery or attempted delivery to the party's address for  notice
purposes (subject to any change in such address for notices  that
a party may make by written notice to the other).

      10.   Governing Law.  This Agreement will be  governed  and
construed in accordance with the laws of the State of Illinois.

      IN  WITNESS WHEREOF, the parties have causes this Agreement
to be duly executed as of the date first shown above.

Tenant:                            OCB REALTY CO.

                                   By:
                                   Its:



Landlord:                          ALPHA GROUP, L.L.C.

                                   By:
                                   Its:



Lender:


                                   By:
                                   Its:


                                   Address for notice purposes:

                                   
                                   
                                   
STATE OF MINNESOTA  )
                    )ss.
COUNTY OF ____________   )

           The  foregoing instrument was acknowledged  before  me
this     ____     day     of_________________,     19___,      by
__________________________________, the  ____________________  of
OCB  Realty  Co.,  a  Minnesota corporation,  on  behalf  of  the
corporation.


                                   
                                   Notary Public



STATE OF _____________   )
                    )ss.
COUNTY OF ___________    )

           The  foregoing instrument was acknowledged  before  me
this     ____     day     of_________________,     19___,      by
______________________________,    the    ________________     of
_____________________________, a _______________ corporation,  on
behalf of the corporation.



                                   
                                   Notary Public



STATE OF _____________   )
                    )ss.
COUNTY OF ___________    )


           The  foregoing instrument was acknowledged  before  me
this     ____     day     of_________________,     19___,      by
______________________________,    the    ________________     of
_____________________________, a _______________ corporation,  on
behalf of the corporation.


                                   
                                   Notary Public



                            EXHIBIT H

                      AGREEMENT BY LANDLORD

           (Leasehold Financing Without Subordination)

      The  undersigned  is  the holder of  the  interest  of  the
landlord, ALPHA GROUP, L.L.C. ("Landlord") in and to that certain
Ground   Lease  dated  __________________,  19__  (the   "Lease")
covering   certain   property   in   __________________   [city],
____________________ [state], as more particularly  described  in
the attached Exhibit A (the "Property"), the tenant's interest in
which  is  held  by  OCB  REALTY  CO.  [or  corporate  affiliate]
("Tenant"),   and   BUFFETS,  INC.,   a   Minnesota   corporation
("Guarantor").  Tenant has requested Landlord's consent  to  this
Agreement  by  Landlord  (the  "Agreement")  in  connection  with
financing  that  may be obtained during the term  of  the  Lease.
Landlord   has  requested that Guarantor sign this  Agreement  by
Landlord  (the "Agreement"), to confirm and agree  to  the  terms
thereof that relate to Tenant's and Guarantor's obligations.

      Landlord  hereby consents to the pledge and  assignment  by
Tenant of Tenant's right, title and interest in and to the Lease,
Tenant's  leasehold estate and Tenant's interest in any subleases
affecting   the   Property,   or   any   portion   thereof,    to
________________________________  and its successors and  assigns
and   any  lender  advancing  financing  to  refinance  its  loan
(collectively,  the  "Lender"), and all additional,  replacement,
refinancing, consolidation, or substitution leasehold  mortgages,
trust  deeds, security assignments, pledges, and similar security
instruments  hereafter  given  by  Tenant  thereon   (the   "Loan
Instruments") in favor of the Lender.

      Until Landlord receives written notice from Lender that the
Loan  Instruments  have been released by Lender  and  terminated,
Landlord agrees that:

      1.   Notices of Default.  In the event of any default under
the  Lease, Landlord will deliver a copy of the notice of default
to  Lender at its address for notices (as designated to  Landlord
by  written notice), and Landlord hereby agrees not to  take  any
action  to dispossess Tenant or to enforce any claim with respect
thereto without giving Lender prior written notice thereof, which
will  be transmitted to Lender simultaneously with the giving  of
such  notice  to Tenant, and the right for Lender  to  cure  such
default within a period of twenty (20) days after the running  of
any  notice  or  grace period permitted to Tenant in  the  Lease.
Landlord  shall accept such performance by or at the  instigation
of  Lender as if the same had been done by Tenant.  No  event  of
default shall be deemed to exist under the Lease with respect  to
the  payment of rentals or other charges, the performance of work
required to be performed, or of acts to be done, or of conditions
to be remedied, if Lender corrects or commences correction of the
default  within  the required time period and thereafter  pursues
such  correction to completion.  Any failure by Landlord to  give
such notice to Lender will not "toll" the time periods under  the
Lease  for default with respect to the exercise of any  right  or
remedy  Landlord  may have against Tenant (subject  only  to  the
limitation in paragraph 3 below).

      2.    Lender's Rights.  In the event of default  by  Tenant
under the Lease or under the Loan Instruments with Lender, Lender
may  exercise  such  rights as Lender may  have  against  Tenant,
including  the  right  to take possession  of  the  Property  and
exercise  Tenant's  rights  under the Lease,  foreclose  Tenant's
interest  in  the Lease as permitted by law, and reassign,  sell,
and/or  sublet  Tenant's  interest in the  Lease  (but  any  such
reassignment  or  sale  by  Lender will  be  subject  to  written
approval  by  Landlord of the transferee, to the extent  required
under  the  Lease,  which  approval  shall  not  be  unreasonably
withheld or delayed).  Landlord's consent will not be required in
connection with the assignment of the Lease and any conveyance of
the Property to Lender.  If Lender or such purchaser acquires the
Property  and  subsequently proposes  to  transfer  it  to  third
parties,  Landlord  will reasonably approve  and  consent  to  an
assignment  of  the  Lease  to  third  parties  which  have   the
capability of performing or causing to be performed the  Tenant's
obligation under the Lease, provided that the transferee  assumes
the Lease.

      3.    No  Termination Without Lender's Right To  Foreclose.
Notwithstanding  any  other provision  of  the  Lease,  upon  the
occurrence  of  any  event of default under the  Lease,  Landlord
shall take no action to terminate the Lease (if permitted in  the
Lease)   without  first  giving  to  Lender  written  notice   of
Landlord's  election to take such actions, and a reasonable  time
thereafter  within which either (i) to obtain possession  of  the
Property  (including  possession  by  a  receiver)  or  (ii)   to
institute  foreclosure proceedings or otherwise acquire  Tenant's
interest   under  this  Lease  with  diligence.   Upon  obtaining
possession or acquiring Tenant's interest under the Lease, Lender
shall  be  required promptly to cure all defaults then reasonably
curable  by  Lender  and  to continue  to  pay  or  perform  such
obligations  of  Tenant under the Lease so  long  as  the  Lender
continues such possession.  Lender may elect to return possession
of   the  Premises  to  Tenant  or  discontinue  any  foreclosure
proceedings  then in progress at any time.  No provision  of  the
Lease or this Agreement shall be interpreted as an obligation  on
the  part of Lender to commence or continue any action to  obtain
possession of the Property or acquire Tenant's interest under the
Lease.

     The provisions of this Agreement concerning notice to Lender
will  not  limit  the  right of Landlord to pursue,  nor  require
Landlord  to wait or delay until the expiration of any applicable
notice  and/or grace period required under this Agreement  as  to
Lender,  any and all rights and remedies that Landlord  may  have
against  Tenant  under the Lease, including (without  limitation)
the  assessment  of late charges or interest, the  collection  of
damages,  the  enforcement  of the Lease  and  other  rights  and
remedies  permitted in the Lease (excepting, only, that  Landlord
will  not terminate the Lease or take action to dispossess Tenant
from  the  Premises  unless and until  any  notice  and/or  grace
periods  required by the Lease and any required to  be  given  to
Lender under this Agreement have both expired).

      4.   Notice of Outstanding Defaults.  In the event Landlord
dispossesses Tenant or exercises any right contained in the Lease
to  terminate  the  Lease  prior to the expiration  of  the  term
(except  as a result of condemnation), Landlord shall serve  upon
Lender   written  notice  that  such  actions  have  been   taken
completed,  together with a statement of all  events  of  default
under  the Lease then known to Landlord.  Lender shall  have  the
option  to obtain a new lease (as provided in paragraph 7  below)
upon  the written request of Lender given within thirty (30) days
after   service  of  such  notice  of  termination  by  Landlord.
Notwithstanding the execution of such new Lease, Tenant shall not
be  released and will remain liable for its obligations under the
Lease.

      5.    No  Liability.   Neither  this  Agreement,  the  Loan
Instruments,  any assignment of lease to Lender as security,  nor
any action taken under any such instruments shall be construed as
giving rise to any duty, responsibility, or liability on the part
of  Lender  to  Landlord,  until such time  as  Lender  commences
foreclosure  upon or otherwise acquires Tenant's  interest  under
the Lease.

      6.    No  Cancellation.  There shall  be  no  cancellation,
surrender  or  material  modification (by  way  of  example,  any
modification of rent or other payment obligations or of the  term
of the Lease) of the Lease by joint action of Landlord and Tenant
without  the prior written consent of Lender, which will  not  be
unreasonably  withheld with respect to proposed modifications  to
the Lease.

      7.   New Lease.  Upon the acquisition by Lender of Tenant's
leasehold  interest, foreclosure on such interest or  termination
of Tenant's interest under the Lease for any reason (except as  a
result of condemnation), Lender shall have the option to obtain a
new  lease on written request to Landlord within thirty (30) days
after  the completion of the acquisition or foreclosure or notice
of  termination to Lender.  Such new lease shall be effective  as
of  the  date of termination of the Lease, and shall be  for  the
remainder  of the term of the Lease and identical to  the  Lease,
except  for the name of the tenant.  Such new lease shall require
the tenant to perform any unfulfilled obligations of Tenant under
the Lease which are then reasonably curable.

      No such new lease between Landlord and Lender will waive or
affect  the rights and remedies that Landlord has against  Tenant
and  Guarantor, as guarantor of Tenant, for Tenant's  default  or
release such parties from liability for damages and other amounts
that  may  be  payable  under the Lease and  applicable  law  for
Tenant's  default (but the rent received or receivable  from  the
new   lease  will  be  applied  or  off-set,  as  provided  under
applicable law, against such damages).

     8.   Right to Tenant's Interest in Deposits.  Effective upon
the  commencement of the term of any new lease executed  pursuant
to  paragraph 7, any and all moneys deposited with Landlord which
Tenant would have been entitled to use but for the termination of
the  Lease may be used by the tenant under such new lease for the
purposes  of  and in accordance with the provisions of  such  new
lease.

      9.    Right to Tenant's Interest in Proceeds.  Any proceeds
from  insurance policies or proceeds arising from a  condemnation
to  which Tenant is entitled are to be held by Lender and applied
pursuant to the provisions of the Loan Instruments and the Lease.
Lender  may  reserve its rights to apply to the Loan  Instruments
all,  or  any  part,  of such proceeds to  which  Tenant  may  be
entitled to retain pursuant to the Lease and which the Lease does
not  require to be used for the repair or reconstruction  of  the
Property.

      10.   Proceedings.   Lender shall be given  notice  of  any
arbitrations by the parties to the Lease and will have the  right
to  intervene in and be a party to such proceedings.  Lender will
receive in any event a copy of any award or decision made in  the
proceeding.

      11.   Release  of Liability.  If Lender acquires  title  to
Tenant's  leasehold  interest  or otherwise  forecloses  on  such
interest,  or  obtains a new lease from Landlord as described  in
paragraph  7,  and  the  leasehold  interest  is  assigned  to  a
transferee  in accordance with the requirements of  paragraph  2,
Lender shall be automatically released from all liability for the
performance or observance of the terms of the Lease effective  on
the  date  of such assignment, so long as the transferee  assumes
the  Lease and all curable defaults as of such date are cured and
so  long  as  Landlord has given written approval of  the  credit
worthiness of the transferee.  Landlord's written approval  shall
not be unreasonably withheld.

      This  paragraph  11 will not affect or  release  Tenant  or
Guarantor,   as  guarantor  of  Tenant,  from  their   respective
obligations   under  the  Lease  and  guaranty  of   the   Lease.
Furthermore, provisions for release of Lender on assignment  will
not be available to the transferee (other than Lender), after any
assignment to a transferee other than Lender pursuant to  and  in
accordance with paragraph 2.

      12.  Insolvency Defaults.  The Lease will not be terminated
for  any  bankruptcy  or insolvency default (or  similar  default
which  Lender  cannot  reasonably  "cure"),  so  long  as  Lender
commences  appropriate  legal  action  (within  the  time  period
specified  in  paragraph 3 above) to acquire  Tenant's  leasehold
interest  for  such  default and thereafter  pursues  the  action
diligently to completion and pays and performs the obligations of
Tenant as described in Paragraph 3 above.

      13.   Successors and Assigns.  This Agreement  is  for  the
benefit  of  the parties hereto, and their respective  successors
and assigns.

      14.   Cooperation by Parties.  Landlord will cooperate with
Tenant in executing an agreement substantially in accordance with
this Agreement and naming the specific Lender(s), if required  by
the   Lender(s),   and   executing  any   estoppel   certificate,
acknowledgment or similar document reasonably required by  Tenant
and  the  Lender(s)  in connection with any leasehold  financing.
Landlord  agrees  to execute, acknowledge (if  appropriate),  and
deliver  any  agreements clarifying or modifying  the  Lease  and
reasonably  required by Tenant and the Lender(s),  provided  that
any  such  modification shall not in any way cause  any  material
diminishment  of  Tenant's obligations or Landlord's  rights  and
remedies pursuant to the Lease.

     15.  No Default.  Landlord acknowledges that, to the best of
its  knowledge,  the Lease described above is presently  in  full
force  and  effect,  the Lease has not been modified  or  amended
(except  as  shown  on  the  attachments  thereto  and  by   this
Agreement),  and Landlord has no actual knowledge of any  default
or  event of default by Tenant thereunder as of the date of  this
Agreement.

      16.   Attorneys' Fees.  In the event of litigation  between
the  parties to enforce or interpret the terms of this Agreement,
the  prevailing party shall, in addition to any other relief,  be
entitled  to recover from the losing party reasonably  attorneys'
fees  and  costs incurred at trial, upon any appeal  and  on  any
petition for review.

      17.   Complete  Agreement.  This Agreement sets  forth  the
complete  understanding  of  the parties  with  respect  to  this
transaction, may be amended only in writing signed by  the  party
against  whom  it is sought to be enforced, and without  limiting
the generality of the foregoing, shall not be deemed modified  by
any course of dealing.

      18.   Notices.  Any notice to be given under this Agreement
shall  be in writing and shall be effective when either delivered
in  person or deposited as registered or certified mail,  postage
prepaid, return receipt requested, directed to the other party at
its address for notices stated below, or such other address as  a
party  may designate by written notice to the other.  Any  notice
sent  by registered or certified mail will be deemed received  on
the  actual date of delivery of the notice to the address of  the
party, and not to the named individual or party, as evidenced  by
the registered or certified mail return receipt.

      19.   No  Release of Tenant.  It is specifically understood
and  agreed  that the giving of this consent to said  assignments
shall  not  release or relieve Tenant from any of its  respective
obligations under the Lease.

          DATED this _____ day of _______________, 19___.

          LANDLORD:                ALPHA GROUP, L.L.C.

                                   By:

                                   By:


          TENANT:                  OCB REALTY CO.

                                   By:


          GUARANTOR:                BUFFETS,  INC.,  a  Minnesota corporation




                                   By
                                   Print:    Roe H. Hatlen
                                   Its: Chief Executive Officer


          LENDER:                  [Lender's Name]

                                   By:







STATE OF _______    )
               )  ss.
County of _________ )
           On this _____ day of _______________, 19__, before me,
the   undersigned,  a  Notary  Public  in  and  for  said  State,
personally    appeared   _______________   and   ________________
personally  known  to  me  (or proved  to  me  on  the  basis  of
satisfactory  evidence)  to  be the person(s)  who  executed  the
within  instrument,  and acknowledged to me that  such  person(s)
executed the same.

          WITNESS my hand and official seal.


                                   Notary Public for
                                   My commission expires:
                                   Residing at:



STATE OF _______    )
               )  ss.
County of _________ )

           On this _____ day of _______________, 19__, before me,
the   undersigned,  a  Notary  Public  in  and  for  said  State,
personally  appeared __________________, personally known  to  me
(or proved to me on the basis of satisfactory evidence) to be the
person(s)   who   executed   the   within   instrument   as   the
____________________________  of  __________________________,   a
corporation,  the corporation therein named, and acknowledged  to
me that such corporation executed the same.

          WITNESS my hand and official seal.


                                   Notary Public for
                                   My commission expires:
                                   Residing at:



STATE OF _______    )
               )  ss.
County of _________ )

           On this _____ day of _______________, 19__, before me,
the   undersigned,  a  Notary  Public  in  and  for  said  State,
personally  appeared __________________, personally known  to  me
(or proved to me on the basis of satisfactory evidence) to be the
person(s)   who   executed   the   within   instrument   as   the
____________________________ of OCB REALTY CO.,  the  corporation
therein  named,  and  acknowledged to me  that  such  corporation
executed the same.

          WITNESS my hand and official seal.



                                   Notary Public for
                                   My commission expires:
                                   Residing at:


                            EXHIBIT I

                      STOREFRONT ELEVATION
              and PRE-APPROVED PYLON SIGN LOCATION
                                
                                
                                
[graphic showing sign and store front elevation]


                           SCHEDULE #1

         STANDARD LANDLORD SUPPLIED SITE SPECIFICATIONS

  [THIS EXHIBIT HAS BEEN INTENTIONALLY DELETED BY THE PARTIES]

                           SCHEDULE #2

              STANDARD EXCLUSIONS FROM GROSS SALES


Gross Sales shall not include:

(a)  Receipts  from  vending  machines,  coin-operated  amusement
     devices and pay telephones.

(b)  Receipts  from the sale of gift certificates until such  are
     redeemed at the Premises.

(c)  Any  sale  to,  or  the  value of  any  meals  consumed  by,
     employees  of  Tenant which are provided  as  a  benefit  of
     employment, not to exceed three percent (3%) of Gross Sales.

(d)  The  value of any complimentary meals provided as a customer
     service  or as part of Tenant's community marketing efforts,
     not to exceed two percent (2%) of Gross Sales.

(e)  Any refund which is made to any customer.

(f)  Any  sales tax or other payment required by governmental law
     or regulation.

(g)  Receipts  from  catering  or  from  orders  placed  at   the
     Premises, but filled elsewhere.

(h)  Bad debts and "non-sufficient funds" checks.

(i)  Sales  of furniture or equipment not in the ordinary  course
     of business.

(j)  Any  charge  paid by Tenant as a finance charge  for  credit
     card services.

(k)  Insurance recoveries or other proceeds not directly  related
     to sales or services from the Premises.


                           SCHEDULE #3

          STANDARD EXCLUSIONS FROM COMMON AREA EXPENSES

  [THIS EXHIBIT HAS BEEN INTENTIONALLY DELETED BY THE PARTIES]

                             GUARANTY

      On  this  __ day of February, 1998, the undersigned, BUFFETS,
INC.,  a Minnesota corporation ("Guarantor"), in consideration  of,
and  in  order to induce the execution and delivery by ALPHA GROUP,
L.L.C.,  a  limited liability company ("Landlord"), to  OCB  Realty
Co.,  a Minnesota corporation ("OCB"), of that certain lease  dated
February  __, 1998, by and between Landlord, as landlord, and  OCB,
as  tenant,  a  copy  of which is attached to  this  Guaranty  (the
"Lease"),  does hereby unconditionally guarantee (i)  the  payment,
when due, of all amounts of rent or other payments which may become
due  and payable by OCB pursuant to the terms and conditions of the
Lease,  and  (ii) the performance of all other monetary obligations
of  OCB  thereunder.  Guarantor's obligations under  this  Guaranty
shall  extend through the entire term of the Lease and any  renewal
or extension of the Lease.

      Guarantor hereby waives notice to Guarantor of (i) acceptance
of  this Guaranty, (ii) any action taken or omitted by Landlord  in
reliance  on  this  Guaranty, and (iii) any  default  by  OCB  with
respect  to  any  term  or  condition of  the  Lease  (but  without
affecting any provision of the Lease concerning notice and/or grace
periods  under  the  Lease  and notices required  to  be  given  to
Tenant).

      Guarantor agrees that, without its consent, the Lease may  be
modified,  amended, and supplemented in any manner, including,  but
not  limited to, a renewal or extension of the term of  the  Lease,
and  agrees  that  no  such  amendment,  modification,  supplement,
renewal  or  extension shall release, affect or impair  Guarantor's
liability  under  this  Guaranty.   However,  Guarantor  shall   be
released  of its obligations hereunder on and after the  date  that
OCB's  obligations  under  the Lease terminate,  including  as  the
result  of  a permitted assignment under the Lease wherein  OCB  is
released from further performance.

      Guarantor agrees that its liability under this Guaranty shall
not  be  affected, reduced or impaired by reason of the failure  of
Landlord  to  pursue  or enforce against OCB any  right  or  remedy
available  to  Landlord, and Guarantor hereby waives all  right  to
require  Landlord to pursue, enforce or resort to any or  all  such
rights or remedies of Landlord.

      Guarantor  acknowledges  and agrees  that  Guarantor's
obligations to Landlord under this Guaranty are  direct  and
unconditional obligations of Guarantor and are separate  and
distinct from OCB's obligations to Landlord under the Lease.
The occurrence of any of the following events shall not have
any  effect whatsoever on any of Guarantor's obligations  to
Landlord hereunder, each of which obligations shall continue
in  full  force  or  effect as though  such  event  had  not
occurred:   (a) the commencement by OCB of a voluntary  case
under  the  federal bankruptcy laws, as now  constituted  or
hereafter  amended  or  replaced, or  any  other  applicable
federal or state bankruptcy, insolvency or other similar law
(collectively,  the "Bankruptcy Laws"), (b) the  consent  by
OCB  to  the  appointment  of  or  taking  possession  by  a
receiver,    liquidator,   assignee,   trustee,   custodian,
sequestrator  or  similar  official  of  OCB   or   of   any
substantial part of its property, (c) any assignment by  OCB
for  the  benefit  of  creditors, (d)  the  failure  of  OCB
generally to pay its debts as such debts become due, or  (e)
the  entry of a decree or order for relief by a court having
jurisdiction in respect of OCB in any involuntary case under
the  Bankruptcy Laws, or appointing a receiver,  liquidator,
assignee,  custodian,  trustee,  sequestrator  (or   similar
official) of OCB or of any substantial part of its property,
or  ordering  the winding-up or liquidation of  any  of  its
affairs  and  the  continuance of any such decree  or  order
unstated   and  in  effect  for  a  period  of  sixty   (60)
consecutive  days.   The liability of Guarantor  under  this
Guaranty is not and shall not be affected or impaired by any
payment  made to Landlord under or related to the Lease  for
which Landlord is required to reimburse OCB pursuant to  any
court order or in settlement  of any dispute, controversy or
litigation  in any bankruptcy, reorganization,  arrangement,
moratorium   or   other  federal  or  state  debtor   relief
proceeding.

                         BUFFETS, INC., a Minnesota
                         corporation




                         By:
                         Print:    Roe H. Hatlen
                         Its:  Chief Executive Officer





                   AFFIDAVIT AND INDEMNITY AGREEMENT
                          (Post-Construction)

           The  undersigned     OCB REALTY CO., a  Minnesota
corporation     ("Tenant") is leasing certain property  (the
"Premises")  from          ALPHA GROUP,  L.L.C.,  a  limited
liability   company                 (the   "Landlord")    at
Northlake,                                          Illinois
pursuant    to    a    Ground    Lease    Agreement    dated
, 1998 (the "Lease").

           Tenant hereby affirms, certifies and confirms  to
Landlord that the work on the Premises as described  in  the
plans  and  specifications for Tenant's Work (as  referenced
and defined in the Lease) is 100% completed.

           Pursuant to the terms of the Lease, Tenant hereby
represents,  warrants and covenants with Landlord  that  all
persons engaged in or providing materials in connection with
Tenant's  Work have been paid, and Tenant does hereby  agree
to  defend, indemnify, and hold Landlord, and its employees,
agents and representatives harmless from any claim, loss, or
liability  (including reasonable attorneys'  fees  incurred)
arising out of or in connection with any person subsequently
claiming  or  filing  a  lien  with  respect  thereto.    In
addition,  Tenant  covenants and agrees with  Landlord  that
Tenant  will be the surety to Landlord with respect  to  the
payment  of  the costs of Tenant's Work and satisfaction  of
any  rights  to lien the Premises, on the same basis  as  if
Tenant's Work were covered by payment and performance bonds.

          By execution hereof, the undersigned Tenant hereby
agrees  that  this  Affidavit and Indemnity  Agreement  (the
"Agreement")  will be deemed part of the  "Lease,"  and  any
breach  of  the obligations of Tenant which are  covered  by
this  Agreement  shall  be a breach of Tenant's  obligations
under  the Lease.  Performance of this Agreement and payment
of  obligations of Tenant hereunder is hereby guaranteed  by
the undersigned Guarantor.

           In  the  event of any litigation concerning  this
Agreement,  the  prevailing  party  shall  be  entitled   to
reasonable  attorneys' fees and court costs, at trial,  upon
appeal and any petition for review.

           This Agreement will be governed and construed  in
accordance with the laws of the state in which the  Premises
is located.

           IN  WITNESS WHEREOF, the undersigned have  caused
this  Agreement  to  be duly executed and  delivered  as  of
, 199__.

               TENANT:        OCB REALTY CO.,
                              a Minnesota corporation


                              By
Witness                       Print     Roe H. Hatlen
                              Its  Chief Executive Officer



                GUARANTOR:    BUFFETS, INC., a Minnesota
                              corporation



                              By
Witness                       Print:    Roe H. Hatlen
                              Its: Chief Executive Officer