NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of the  15th
day  of  April,  1998, by and among AEI Real  Estate  Fund  XVIII
Limited  Partnership,  a  Minnesota  limited  partnership   whose
corporate general partner is AEI Fund Management XVIII,  Inc.,  a
Minnesota  corporation ("Fund XVIII"); AEI  Net  Lease  Income  &
Growth   Fund  XIX  Limited  Partnership,  a  Minnesota   limited
partnership   whose  corporate  general  partner  is   AEI   Fund
Management  XIX, Inc., a Minnesota corporation ("Fund XIX");  and
Robert  P.  Johnson ("Johnson"), all of whose principal  business
address  is  1300 Minnesota World Trade Center, 30  East  Seventh
Street,  St.  Paul,  Minnesota  55101  (hereinafter  collectively
referred  to  as  "Lessor"),  and Tumbleweed,  LLC.,  a  Kentucky
limited  liability company (hereinafter referred to as "Lessee"),
whose   principal  business  address  is  1900  Mellwood  Avenue,
Louisville, Kentucky;

                          WITNESSETH:

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

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

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

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

ARTICLE 1.     LEASED PREMISES

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


ARTICLE 2.     TERM

      (A)   The term of this Lease ("Term") shall be Fifteen (15)
consecutive "Lease Years", as hereinafter defined, commencing  on
April 13th, 1998 ("Occupancy Date").

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

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

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

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

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

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


ARTICLE 4.  RENT PAYMENTS

          (A)   Annual  Rent  Payable for the first  Lease  Year:
          Lessee  shall  pay  to Lessor an annual  Base  Rent  of
          $40,972.85, which amount shall be payable in advance on
          the   first   day  of  each  month  in  equal   monthly
          installments  of  $1,536.48  to  Lessor   Fund   XVIII,
          $1,365.76  to  Lessor Fund XIX, and $512.16  to  Lessor
          Johnson. If the first day of the Lease Term is not  the
          first  day  of a calendar month, then the monthly  Rent
          payable  for  that partial month shall  be  a  prorated
          portion of the equal monthly installment of Base Rent.

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

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

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

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

     (C)  Overdue Payments.

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

ARTICLE 5. INSURANCE AND INDEMNITY

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

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

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

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

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

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

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

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

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

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

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

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

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

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

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

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

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

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

     (B)  For the purposes of this Article:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 8.  REPAIRS AND MAINTENANCE

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

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

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

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

ARTICLE 10.  SIGNS

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

ARTICLE 11.  SUBORDINATION

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

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

ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

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

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

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

ARTICLE 13.  RIGHT TO INSPECT

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

ARTICLE 14.  EXCLUSIVE USE

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

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

ARTICLE 15.  DESTRUCTION OF PREMISES

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

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

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

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

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

ARTICLE 16.  ACTS OF DEFAULT

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

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

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

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

ARTICLE 17.  TERMINATION FOR DEFAULT

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

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

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

ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

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

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

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

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

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

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

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

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

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

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

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

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

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

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

ARTICLE 21.  LIENS

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

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

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

ARTICLE 23.  QUIET ENJOYMENT

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

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

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

ARTICLE 25.  ESTOPPEL CERTIFICATES

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

ARTICLE 26.  FINANCIAL STATEMENTS

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

ARTICLE 27.  MORTGAGE

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

ARTICLE 28.  OPTION TO RENEW

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

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

ARTICLE 29.  MISCELLANEOUS PROVISIONS

      (A)  All written notices shall be given to Lessor or Lessee
by  certified  mail  or  nationally  recognized  overnight  mail.
Notices  to  either party shall be addressed to  the  person  and
address  given on the first page hereof.  Lessor and Lessee  may,
from time to time, change these addresses by notifying each other
of  this change in writing.  Notices of overdue Rent may be  sent
to  Lessee by regular, special delivery, or nationally recognized
overnight mail.
      (B)   The terms, conditions and covenants contained in this
Lease  and  any riders and plans attached hereto shall  bind  and
inure  to  the benefit of Lessor and Lessee and their  respective
successors, heirs, legal representatives, and assigns.

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

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

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

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

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

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

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

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

ARTICLE 30.  REMEDIES

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

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

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

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

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

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

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

ARTICLE 32.  ESCROWS

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


ARTICLE 33.  NET LEASE

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


ARTICLE 34.  DEVELOPMENT FINANCING AGREEMENT

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

ARTICLE 35.  COUNTERPART EXECUTION

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

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




                         Exhibit "A"


1150 North Bridge Street, Chillicothe, Ohio


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

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

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

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

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


                                   LESSEE: Tumbleweed, LLC.



Witness /s/ Pamela S Brown         By: /s/ John A Butorac
Pamela S Brown                     Its: President

Print Name     


Witness /s/ Donna K Edmonds
Donna K Edmonds                             
                         
Print Name     


Witness /s/ Pamela S Brown         By: /s/ James M Mulrooney
Pamela S Brown                     Its: Executive VP

Print Name    

Witness /s/ Donna K Edmonds
Donna K Edmonds                              
                              
Print Name     


STATE OF Kentucky)
                         )SS.
COUNTY OF Jefferson)

     The foregoing instrument was acknowledged before me this 6th
day  of  April,1998,by John Butorac, as President of  Tumbleweed,
LLC. on behalf of said limited liability company.


                              /s/ Kara R Strotman
                                  Notary Public





STATE OF              )
                      )SS.
COUNTY OF             )

     The foregoing instrument was acknowledged before me this 6th
day  of  April,1998,by  James  Mulrooney,  as  Executive  VP   of
Tumbleweed, LLC. on behalf of said limited liability company.
     

                              /s/ Kara R Strotman
                                  Notary Public




                              [notary stamp]


          AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

                               By:  AEI Fund Management XVIII, Inc.
Witness
/s/ Barbara J Kochevar         By: /s/ Robert P Johnson
Barbara J Kochevar                     Robert P. Johnson, President
Print Name


Witness
/s/ Ann Mccrea
Ann Mccrea
Print Name


STATE OF MINNESOTA  )
                                        )SS.
COUNTY OF RAMSEY    )

      The foregoing instrument was acknowledged before me the 9th
day  of  April, 1998, by Robert P Johnson, the President  of  AEI
Fund  Management XVIII, Inc., a Minnesota corporation,  corporate
general   partner   of  AEI  Real  Estate  Fund   XVIII   Limited
Partnership, on behalf of said limited partnership.

                              /s/ Michael B Daugherty
                                  Notary Public
  

                                  [notary seal]

     AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                              By:  AEI Fund Management XIX, Inc.
Witness
/s/ Barbara J Kochevar        By: /s/ Robert P Johnson
Barbara J Kochevar                    Robert P. Johnson, President
Print Name


Witness
/s/ Ann Mccrea
Ann Mccrea
Print Name


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

      The foregoing instrument was acknowledged before me the 9th
day  of  April, 1998, by Robert P Johnson, the President  of  AEI
Fund  Management  XIX,  Inc., a Minnesota corporation,  corporate
general  partner of AEI Real Estate Fund XIX Limited Partnership,
on behalf of said limited partnership.

                              /s/ Michael B Daugherty
                                  Notary Public

                                [notary seal]
 
                               ROBERT P. JOHNSON, INDIVIDUALLY

Witness
/s/ Barbara J Kochevar         By: /s/ Robert P Johnson
Barbara J Kochevar                     Robert P. Johnson
Print Name


Witness
/s/ Ann Mccrea
Ann Mccrea
Print Name

STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

      The foregoing instrument was acknowledged before me the 9th
day of April, 1998, by Robert P. Johnson.

                              /s/ Michael B Daugherty
                                  Notary Public



                        [notary seal]