NET LEASE AGREEMENT


      THIS LEASE, made and entered into effective as of March 15,
1997,  by and among AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP,
a  Minnesota limited partnership whose corporate general  partner
is  AEI  Fund Management XVI, Inc., a Minnesota corporation,  and
AEI  REAL  ESTATE  FUND  XVII LIMITED  PARTNERSHIP,  a  Minnesota
limited  partnership whose corporate general partner is AEI  Fund
Management  XVII, Inc., a Minnesota corporation,  both  of  whose
address  is  1300 Minnesota World Trade Center, 30  East  Seventh
Street,  St.  Paul, Minnesota 55101 ("Lessor"), and Texas  Sports
City  Cafe,  Ltd., a Texas limited partnership, whose address  is
12225   Greenville  Avenue,  Suite  532,  Dallas,   Texas   75243
("Lessee");

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property   and  improvements  located  at  3808  Towne   Crossing
Boulevard, Mesquite, Texas and legally described in Exhibit  "A",
which  is  attached hereto and incorporated herein by  reference;
and

      WHEREAS, Lessee desires to lease the real property and  the
building  and improvements (together the "Building") on the  real
property  described  in  Exhibit "A",  (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 Twelve  (12)
consecutive "Lease Years", as hereinafter defined, commencing  on
the effective date first listed above, ("Occupancy Date").

    (B)  The first "Lease Year" of the Term shall be for a period
commencing  on the effective date hereof and ending December  31,
1997.   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, or Rights of First
Refusal  or  Option  to Purchase, and that said  renewal  rights,
Option  or Right of First Refusal 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  it  is  leasing  the
Building  as is, where is, and any and all other improvements  to
the  land,  including  the parking lot, approaches,  and  service
areas,  will  be maintained in accordance with, and if  and  when
improved  by or on behalf of Lessee, will be constructed  in  all
material  respects by Lessee in accordance with, applicable  law,
ordinance,   or   regulation,  and   according   to   plans   and
specifications  submitted  to Lessor  for  its  prior  reasonable
approval,  such  approval  not  to be  unreasonably  withheld  or
delayed.

    (B)   Lessee agrees to pay, if not already paid in full,  for
all  architectural  fees  and actual construction  costs,  to  be
incurred  in the 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, to the extent incurred  or  authorized  by
Lessee.

         Lessee agrees that no improvements shall commence on the
Leased  Premises  unless  and until Lessee  has  demonstrated  to
Lessor's reasonable satisfaction that Lessee has sufficient funds
available  to  complete  and  pay in full  for  any  contemplated
improvements, and Lessor has received copies of all contracts for
the  construction of such improvements, including  any  financing
thereof.   In the payment for any such improvements,  Lessor  may
require  that Lessee shall follow commercially reasonable  escrow
disbursement  procedures  to protect  Lessor's  interest  in  the
Leased Premises from liens and encumbrances, and Lessor shall  be
a third party beneficiary to such disbursement procedures.

    (C)   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
        and  second  Lease Years:  Lessee shall pay to  Lessor  a
        Base  Rent of $1000 for the first five months of the term
        hereof,  $3,000 for the sixth month of the  term  hereof,
        $5,000  for the seventh month of the term hereof,  $7,000
        for  the eighth month of the term hereof, and $7,500  for
        the  ninth  month  of  the term hereof,  and  each  month
        thereafter for the balance of the first two Lease  Years,
        which  amount  shall be payable in advance on  the  first
        day  of  each month.  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  with
        the  Second  or Third (as so indicated below) Lease  Year
        and each Lease Year thereafter:

       1.   Beginning  for the  Base  Rent
            payable  in  the  Third  Lease  Year,  and  for   any
            subsequent Lease Year, the annual Base Rent  due  and
            payable  shall increase by an amount equal  to  Three
            Percent  (3%)  of  the  Base  Rent  payable  for  the
            immediately  prior Lease Year.  Such  increased  Base
            Rent shall be payable in advance of the first day  of
            each month in equal monthly installments.

        2.   For the Second (2nd) and Third
            (3rd)  Lease  Years, Lessee shall also pay  annually,
            as  Additional Rent, an amount equal to Three Percent
            (3%)  of  the Gross Receipts of such Lease  Year,  to
            the  extent  such amount exceeds the  Base  Rent  for
            that Lease Year.

       3.   For  the  Fourth  (4th)  Lease
            Year,  and  for  any  subsequent Lease  Year,  Lessee
            shall  also  pay  annually, as  Additional  Rent,  an
            amount  equal  to  Six  Percent  (6%)  of  the  Gross
            Receipts  of  such  Lease Year, to  the  extent  such
            amount exceeds the Base Rent for such Lease Year.

    (C)  Calculation and Payment of Additional and Increased Base
Rent.

    Prior  to  the commencement of the third and each  subsequent
Lease  Year,  Lessor shall calculate the Base Rent  increase  and
notify  Lessee of the same.  Lessee shall pay the increased  Base
Rent in advance in equal monthly installments on the first day of
each month.

   Payments of Additional Rent for any given quarter of any Lease
Year  shall be due and payable within five (5) days after  Lessor
shall  give  Lessee notice of the calculation of such  Additional
Rent by Lessor.



   (D)  Provision of Financial Statements.

    If  Lessee shall fail to provide the financial statements  as
required  by  Lessor  for the purposes of calculating  Additional
Rent  for  any quarter in a Lease Year and installments  of  Base
Rent  for  current  Lease Years, Lessor may  make  a  good  faith
estimate  of  the  same and that estimate  shall  be  binding  on
Lessee.   When the required financial statements are provided  to
Lessor,  Lessor  shall adjust such estimated increases  within  a
reasonable  time thereafter.  However, until such adjustment  has
been  made,  Lessee  shall continue to be obligated  to  pay  the
estimated  Additional  Rent  and  Base  Rent.   If  any  required
financial statements reflect that the calculation or estimate  of
Additional  Rent  and/or Base Rent has been  understated,  Lessor
shall  give  notice of the understatement to Lessee.  Within  ten
(10)  days after Lessor gives such notice, Lessee shall  pay  the
correct Rent amounts and arrearage.

   (E)  Overdue Payments.

    Lessee shall pay interest on all overdue payments of Rent  or
other monetary amounts due hereunder at the rate of the lesser of
eighteen  percent (18%) per annum or the highest rate allowed  by
law  accruing  from the date such Rent or other monetary  amounts
were properly due and payable.

   (F)  Gross Receipts.

    "Gross  Receipts" as used herein is hereby  defined  to  mean
gross  sales of Lessee, or any assignee or sublessee  of  Lessee,
and   of   all  licensees,  concessionaires,  from  all  business
conducted upon or from the Leased Premises, whether such business
be  conducted  by  Lessee  or by licensees,  concessionaires,  or
tenants  of Lessee and whether such sales be evidenced by  check,
credit,  charge  account,  exchange,  or  otherwise,  and   shall
include,  but  not be limited to, the amounts received  from  the
sale  of  goods, services, foods, etc., performed on  or  at  the
Leased  Premises, whether such orders be filled from  the  Leased
Premises  or elsewhere, whether such sales be by means  of  food,
services,  or  other  vending devices, in  the  Leased  Premises.
Gross  Receipts shall not include sales for which cash  has  been
refunded,  or allowances made on food or services claimed  to  be
defective  or unsatisfactory.  Gross Receipts shall  not  include
promotional discounts whether coupons or otherwise, nor the value
or  cost  of  meals  provided to employees or meals  provided  to
others for promotional purposes from whom no payment is received.
Gross Receipts shall not include the amount of any sales, use, or
gross  receipts tax imposed by any federal, state, municipal,  or
governmental  authority  directly on  sales  and  collected  from
customers.   No franchise or capital stock tax and no  income  or
similar  tax  based  upon  income or profits  as  such  shall  be
deducted   from   Gross   Receipts  in  any   event   whatsoever.
Additionally,  Gross  Receipts shall not  include  tips  paid  to
employees.  Proper annual statements, as set forth in Article 26,
shall   be  prepared  and  certified  by  Lessee  to  Lessor   in
conjunction with such Gross Receipts.  Lessor may, at its option,
cause  an  audit  to  be  made of Lessee's business  affairs  and
records relating to the Leased Premises for the period covered by
any  such statements issued by Lessee.  Lessee shall maintain its
books  and records for at least three years from the end  of  any
Lease Year.  If such audit shall disclose a liability for Rent to
the  extent  of two percent (2%) or more in excess of  the  Rents
theretofore  computed and paid by Lessee for such period,  Lessee
shall pay for the cost of any such audit.  Lessee shall also  pay
interest  on  the amount of such liability at the lesser  of  the
rate  of  eighteen  percent (18%) per annum or the  highest  rate
allowed  by law accruing from the date said liability would  have
been due and properly paid by Lessee hereunder.

    (G)   If Lessee shall lease or suspend operation in violation
of  this lease, resulting in operation for less than a full Lease
Year,  Gross  Receipts  for  the  partial  Lease  Year  shall  be
annualized  for purposes of calculating Additional Rent  due  and
payable for such partial Lease Year.

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
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.
Additionally,  replacement  cost  endorsements,  inflation  guard
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 one year), and during the course of
construction  of  any improvements, builder's risk  insurance  in
commercially reasonable amounts, 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  Texas  and liquor is sold on the  Premises,  with
initial  limits  of at least $1,000,000 per occurrence/$2,000,000
general  aggregate, 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.  Lessee will then,
within  three (3) days from receiving written notice, pay  Lessor
the  amount  of the premiums due or paid, together with  interest
thereon  at  the  lessor of 18% 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.

   (E)  All policies of insurance provided for or contemplated by
this Article can be under Lessee's blanket insurance coverage and
shall  name Lessors, AEI Fund Management XVI, Inc., and AEI  Fund
Management XVII, Inc. both Minnesota corporations, and Robert  P.
Johnson,  as the general partners of Lessor, as additional  named
insured and loss payee, as their respective interests 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
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 provide Lessor  with
legible copies of any and all policies on or before the Occupancy
Date. 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, if the terms of
the Policies have not changed, and copies of such policies if the
same  have  changed.  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.

    (F)  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  gross
negligence of Lessor.

    (G)  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  and
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  or
upon  the  Rents  payable  hereunder.  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.

     (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  in  said
respective  tax  years.  For the purposes of this provision,  all
personal   property   taxes,  real  estate  taxes   and   special
assessments  shall be deemed to have been assessed  in  the  year
that the first payment or any installment thereof is due.

   (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
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 expenses of  Lessor
in  such  proceeding,  Lessee shall be entitled  to  receive  and
retain  the same, 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, and tax  or  fees  charged  foreign
limited partnerships or their general partners as a requisite for
doing  business  in  the  state where  the  Leased  Premises  are
located,  arising out of or relating to the income  derived  from
this Lease.  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.   Lessee
shall  also pay to Lessor, as additional Rent, the amount of  any
sales, use, or other tax imposed on or measured by any Rent  paid
hereunder.  Such sales, use, or other tax shall be paid by Lessee
to  Lessor at the same time as payment of any installment of Base
Rent is made.

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;

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

        5.  Lessee shall present the signed
            consent  to  such  assignment and/or subletting  from
            any  guarantors of this Lease, such consent to be  in
            form and substance satisfactory to Lessor.

    Lessee  agrees to furnish to Lessor upon demand at  any  time
such  information and assurances as Lessor may reasonably request
that neither Lessee, nor any previously permitted sublessee,  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  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, 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.

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 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, 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 upon 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  Twenty  Five
Thousand   Dollars  ($25,000.00),  provided   such   repairs   or
improvements do not affect the structural integrity of the Leased
Premises.   Any repairs or improvements in excess of Twenty  Five
Thousand   Dollars  ($25,000.00)  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.  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  agreements
required for operation of the Leased Premises in accordance  with
Article 14 hereof.

ARTICLE l0.  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 ll.  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.  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.

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 contractor  or
architect  approved  by Lessor, 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 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 l3.  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 one hundred eighty  (180)
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.

ARTICLE l4.  EXCLUSIVE USE

    (A)   After  the Occupancy Date, Lessee expressly agrees  and
warrants that the Leased Premises will be used exclusively  as  a
casual  dining sit-down restaurant, unless such operation  is  no
longer  economically  feasible.  In 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 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; and to conduct its business in a  first
class  and reputable manner in order to maximize sales and  Rents
payable to Lessor.

    (B)   If  the  Leased Premises are not operated as  a  casual
dining  sit-down restaurant or other permitted use hereunder,  or
remain  closed  for fourteen (14) consecutive days,  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  reasonable  closings  shall  be  permitted   for
replacement  of trade fixtures or during periods of repair  after
destruction.

    (C)   In  the  event  this  Lease is terminated  or  canceled
pursuant  to  this Article, Lessee shall remain  liable  for  the
payment of all Rents due to Lessor under this Lease for the  full
remaining  term  in  accordance with  the  applicable  terms  and
provisions  of  this Lease Agreement, offset  by  Rent  generated
under  a lease agreement with any new tenant.  Provided, however,
that  Lessor shall have no affirmative duty to mitigate  Lessee's
liability hereunder.

ARTICLE l5.  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.  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 Twenty-Five
Thousand Dollars ($25,000), they shall be paid to Lessee for such
repair  and  restoration.  If the insurance proceeds are  greater
than  or  equal  to Twenty Five Thousand Dollars ($25,000),  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 Ten  Percent
(10%)  of the original cost to Lessor to acquire its interest  in
the  Lease Premises from Lessee, 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.

    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 Lessor's reasonable opinion)  being
closed  for more than sixty (60) days (which duration of  closure
may  be  established by Lessee by the affidavit of an independent
third party contractor as to the estimated time of repair) during
the last two 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 the insurance proceeds.

ARTICLE l6.  ACTS OF DEFAULT

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

       1.   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.

       2.   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  twenty
            (20)  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 twenty  (20)  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 90 days after written  notice
            from Lessor of the default hereunder.

        3.  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.

ARTICLE l7.  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,
preserving  unto  Lessor the benefit of its bargained-for  rental
payments.

ARTICLE l8.  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,   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.

ARTICLE l9.  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, it 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
such  Term or 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
Option  to  Purchase 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 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 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) 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
and  incorporated herein by reference shall be  the  property  of
Lessor.   All trade fixtures and all other fixtures and  articles
of personal property owned by Lessee, including liquor, food, and
merchandise inventory, shall remain the property of Lessee.

      All  trade fixtures and all other fixtures and articles  of
personal property placed upon the Leased Premises and used in the
operation of the Leased Premises by Lessee (except liquor,  food,
and  merchandise inventory) shall immediately become the property
of  Lessor,  whether or not listed on Exhibit B attached  hereto.
Lessee   agrees  to  provide  Lessor,  upon  Lessor's  reasonable
request, with a current inventory of such items.

    (B)   Lessee shall furnish and pay for any and all equipment,
furniture, trade fixtures, and signs, and maintain the same  free
and  clear  of all liens and encumbrances except those  liens  or
encumbrances  created  or permitted to  accrue  by  Lessor,  even
though the same shall be owned by Lessor.  Lessee shall have  the
right  to  lease  various  high maintenance  items  such  as  ice
machines, POS, dish machines, glass washers and the like.

    (C)   At  the  end  of the term of this Lease,  the  property
described  above may not 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.

ARTICLE 2l.  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 twenty (20) days from the date of the
filing  of  said mechanic's or other lien and delivery of  notice
thereof  to  Lessee  of  Lessee's obligation  under  this  Lease.
Should Lessee fail to take the foregoing steps within said twenty
(20) day period, 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 BY LESSEE - PAYMENT OF LESSOR'S COSTS AND
            ATTORNEYS' FEES

    Lessee agrees to pay and discharge all reasonable costs,  and
actual  attorneys' fees and expenses that shall  be  incurred  by
Lessor  in enforcing the covenants, conditions and terms of  this
Lease or defending against an alleged breach, including the costs
of  reletting,  and any reasonable attorney's  fees  incurred  in
reviewing any Lessee request for Lessor approvals or consents  to
such  matters  arising  from  time  to  time  affecting  Lessee's
interest in the Leased Premises.  Such costs, attorneys fees, and
expenses 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  (l0) 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 its financial
statements  of  the  Lessee.  The financial statements  shall  be
certified as true and correct by the CFO or CEO of Lessee, at the
Lessee's  expense,  and  shall  be prepared  in  conformity  with
generally  accepted accounting principles.  Additionally,  during
the  term of the Lease, Lessee will within twenty (20) days  from
the  end of each quarter of each fiscal year, furnish Lessor with
operating  statements of the Leased Premises  for  such  quarter.
Lessor  shall have the right to require such operating statements
on  a monthly basis.  Said quarterly (or monthly, if requested by
Lessor)  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 chief executive officer
of  Lessee.   The  financial statements shall include  a  balance
sheet  and  related statements of income, changes in cash  funds,
changes  in  capital, and related notes to financial  statements.
For purposes of calculating Additional Rent, Lessee shall provide
within thirty (30) days after the end of the Lease Year unaudited
statements for such periods as necessary to determine the  Leased
Premises' operating results for the Lease Year including but  not
limited  to,  Gross Receipts as defined elsewhere in this  Lease.
Upon  request by Lessor, Lessee shall provide Lessor with  copies
of  its  monthly sales tax reports within fifteen (15) days  from
the  end  of  each month.  Any Additional Rent due by  reason  of
Article  4(B)2 or 3 herein, shall be paid within forth-five  (45)
days of the end of any Lease Year in which such Rent is due.  All
reports  required  by franchisor in Lessee's franchise  agreement
verifying   Gross   Receipts   and   royalty   fees,   shall   be
simultaneously provided to Lessor.

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 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 complied with and performed all of the covenants  and
conditions  in this Lease, 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
periods  shall  increase  each year as set  forth  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  of following the last  day  of  the  then
expiring Renewal Term.  Lessee must give one hundred eighty (l80)
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 by certified
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 of Texas.

    (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, it 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 increased 200% from
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, Lessor  shall  have  the
right  to  charge Lessee a late charge of $250.00 per  month  for
unpaid  Rent  for each month that any amount of Rent  installment
remains  unpaid.   Said  late charge shall  commence  after  such
installment is due and continue until said installment,  interest
and all accrued late charges are paid in full.

   (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 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.

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.

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

    Lessee  covenants,  represents and warrants  to  Lessor,  its
successors  and assigns, (i) that it will not use or  permit  the
Leased   Premises  to  be  used,  whether  directly  or   through
contractors, agents or tenants, 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 by any governmental authority which  in
any  way  pertain to Hazardous Materials (iii) that the operation
of  the  Leased Premises will not violate any federal,  state  or
local   law,  regulation,  ordinance  or  requirement   governing
Hazardous  Materials;  (iv) 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  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 highest  rate  of  interest
allowed  by  law and shall become immediately due and payable  in
full  on  demand  of Lessor, its successors and assigns.   Lessee
shall  not be responsible for any liabilities under this  Article
if  the liability results from activities of Lessor or any agent,
employee, or contractor of Lessor.

ARTICLE 32.  ESCROWS

    Upon  a  default  by Lessee 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  ("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 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.  RIGHT OF FIRST REFUSAL

    Lessor, for itself, its successors and assigns, hereby  gives
and  grants to Lessee a right of first refusal (the "Option")  to
purchase the Leased Premises, subject to the following terms  and
conditions:

    (A)   Duration  of  Option.  The Option and  all  rights  and
privileges  of Lessee hereunder shall be in force  for  the  term
(including any exercised renewal options) of this Lease until the
expiration of Lessee's right to possession.

    (B)  Manner of Exercising Option.  If Lessor shall desire  to
sell  the  Leased Premises (subject to the terms of this  Lease),
Lessor shall give Lessee written notice of Lessor's intention  to
sell  Lessor's  interest  in the Leased  Premises.   Such  notice
("Lessor's  Notice") shall state a price at  which  (or  greater)
Lessor  intends to sell its interest.  For thirty  (30)  business
days  following the giving of such notice, Lessee shall have  the
option  to  purchase the Lessor's interest at the price  in  cash
stated in the Lessor's Notice.  A written notice in substantially
the  following form, addressed to Lessor and signed by Lessee and
given, in accordance with the provisions of Article 29(A) hereof,
within  the  period for exercising the Option, submitted  with  a
bank  cashier's  check or money order payable  to  the  order  of
Lessor in the amount of $5,000.00 (the "Earnest Money") shall  be
an effective exercise of Lessee's Option, to wit:

                           (date)

"We  hereby exercise the Option to purchase the property commonly
known  as 3808 Towne Crossing, Mesquite, Texas, pursuant  to  the
Right  of  First  Refusal  contained in that  certain  Net  Lease
Agreement between us pertaining to said premises.

    (C)   Terms  of  Sale  if  Option Exercised.   Upon  Lessee's
exercise  of  the  Option in accordance with  the  provisions  of
subparagraph (B) hereof, Lessor shall be obligated  to  sell  and
convey by recordable warranty deed, good and marketable title  to
the  Leased Premises subject only to the matters affecting  title
which  were  of  record at the effective date  hereof  and  those
matters  which  Lessee created, suffered or permitted  to  accrue
during the term hereof, and Lessee shall be obligated to purchase
the Premises upon the following terms and conditions:

        (i)  Price.   The price "Purchase Price" at which  Lessor
        shall  sell and Lessee shall purchase the Leased Premises
        shall be the price stated in Lessor's Notice.

        (ii)Closing.   Closing shall be thirty  (30)  days  after
        the  expiration  of the twenty days within  which  Lessee
        may  exercise  its  Option, unless the  parties  mutually
        agree otherwise.  The Purchase Price less credit for  the
        Earnest  Money  shall  be  tendered  in  cash  or   other
        certified funds by Lessee at Closing.

        (iii)                 Evidence of Title.  Not  less  than
        ten  (10)  days prior to closing, Lessor shall  obtain  a
        commitment for an TLTA owner's policy of title  insurance
        dated  within  thirty  (30) days  of  the  closing  date,
        issued   by   a  nationally  recognized  title  insurance
        company selected by Lessor (the "Title Company")  in  the
        amount  of  the  Purchase  Price determined  pursuant  to
        subparagraph (C)(i) above, naming Lessee as the  proposed
        insured, and covering the fee simple title to the  Leased
        Premises,  and showing Lessor vested with good  title  to
        the   Leased   Premises  subject  only  to  the   matters
        affecting  title  as set forth above  and  those  matters
        which  Lessee  created, suffered or permitted  to  accrue
        during  the term hereof.  Such title commitment shall  be
        conclusive evidence of good title.  If Lessee shall  make
        objection  to  the marketability of title,  Lessor  shall
        have  no  obligation  to make title marketable,  but  may
        withdraw   Lessor's  notice  of  intent  to  market   the
        Premises.

        (iv)Prorations.   Lessor  shall  pay  the  cost  of   the
        aforesaid  title  policy  and  any  and  all  state   and
        municipal  taxes  imposed by law on the transfer  of  the
        title   to   the  Leased  Premises,  or  the  transaction
        pursuant  to  which such transfer occurs.   Water,  sewer
        and   other  utility  charges,  if  any,  which  are  not
        metered,  driveway permit charges, if any,  general  real
        estate  taxes, and other similar items, shall be adjusted
        ratably   as  of  the  Closing,  except  to  the   extent
        otherwise settled between the parties pursuant  to  other
        provisions  of this Lease.  No portion of the  Base  Rent
        paid  by  Lessee  shall be credited toward  the  Purchase
        Price  but  Lessee  shall  be given  a  credit  for  rent
        prepaid for any period after the Closing.

        (v)  Escrow Closing.  At the election of Lessor or Lessee
        upon  notice  to the other party not less than  five  (5)
        days  prior  to  the Closing, this sale shall  be  closed
        through  an  escrow with the Title Company, in accordance
        with  the  general provisions of the usual form  of  Deed
        and  Money Escrow Agreement then is use by said  company,
        with  such  special  provisions inserted  in  the  escrow
        agreement  as  may  be  required  to  conform  with  this
        agreement.    Upon  the  creation  of  such  an   escrow,
        anything  herein to the contrary notwithstanding,  paying
        of  the purchase price and delivery of the deed shall  be
        made  through  the escrow.  The cost of the escrow  shall
        be  divided  equally between the Lessor and  Lessee.   If
        for   any   reason  other  than  Lessee's  default,   the
        transaction  fails to close, the Earnest Money  shall  be
        returned to Lessee forthwith.

        (vi)Remedies  on Default.  If Lessee defaults  under  the
        provisions of this subparagraph 34(C), Lessor shall  have
        the  right  to annul the provisions of this paragraph  34
        by  giving Lessee notice of such election, provided  that
        Lessor  has  first  notified Lessee of such  default  and
        Lessee  has  failed to cure the same within  twenty  (20)
        days   after  such  notice.   Upon  Lessor's  notice   of
        annulment  in  accordance  herewith,  the  Earnest  Money
        shall  be  forfeited  and paid to  Lessor  as  liquidated
        damages,  which  shall  be Lessor's  sole  and  exclusive
        remedy.  If Lessor defaults under the provisions of  this
        subparagraph 34(C) and fails to cure such default  within
        twenty  (20)  days after being notified of  the  same  by
        Lessee,  then  in  such event, (i) the Earnest  Money  at
        Lessee's  election and immediately upon its demand  shall
        be  returned to Lessee, which return shall not,  however,
        in   any   way  release  or  absolve  Lessor   from   its
        obligations  hereunder and (ii) Lessee shall be  entitled
        to  all remedies (both legal and equitable) the law (both
        statutory  and  decisional) of the  state  in  which  the
        Leased  Premises  are  situated  provides  without  first
        having to tender the balance of the purchase price  as  a
        condition  precedent thereof and without having  to  make
        any election of such remedies.

    (D)   Effect of Option on Lease.  If the Option is exercised,
this  Lease  shall  continue in full force and effect  until  the
Closing  hereinabove specified.  If for any reason  such  Closing
fails  to  occur,  this Lease shall continue in  full  force  and
effect,  except that if the provisions of this paragraph  34  are
annulled by Lessor, in accordance with subparagraph 34(C)(vi), by
reason  of  a  default by Lessee, this Lease shall  continue  but
without the provisions of this paragraph 34 being a part hereof.

    (E)  If Lessee fails to exercise its Option, Lessor shall  be
free  to sell its interest in the Leased Premises for six  months
following  the expiration of the twenty days within which  Lessee
may  exercise  its Option, provided that Lessor  shall  sell  its
interest for a price equal to or greater than the price set forth
in  Lessor's  Notice.  This Right of First Refusal shall  survive
any sale of the Leased Premises and shall apply to any subsequent
sale or potential sale by Lessor or its assigns.

ARTICLE 35.  OPTION TO PURCHASE

    Lessor, for itself, its successors and assigns, hereby  gives
and  grants  to Lessee the exclusive and irrevocable option  (the
"Option")  to  purchase  the  Leased  Premises,  subject  to  the
following terms and conditions:

    (A)   Duration  of  Option.  The Option and  all  rights  and
privileges  of Lessee hereunder shall be in force for the  period
commencing as of the effective date hereof until the end  of  the
Third Lease Year.

    (B)   Manner  of  Exercising Option.   A  written  notice  in
substantially the following form, addressed to Lessor and  signed
by Lessee and given, in accordance with the provisions of Article
29(A)  hereof,  within  the  period for  exercising  the  Option,
submitted  with a bank cashier's check or money order payable  to
the  order  of  Lessor in the amount of $5,000.00  (the  "Earnest
Money") shall be an effective exercise of the Option, to wit:

                           (date)

"We  hereby exercise the Option to purchase the property commonly
known as 3808 Towne Crossing Boulevard, Mesquite, Texas, pursuant
to  the  option to purchase contained in that certain  Net  Lease
Agreement between us pertaining to said premises".

    (C)   Terms  of  Sale  if  Option Exercised.   Upon  Lessee's
exercise  of  the  Option in accordance with  the  provisions  of
subparagraph (B) hereof, Lessor shall be obligated  to  sell  and
convey by recordable warranty deed, good and marketable title  to
the  Leased Premises subject only to the matters affecting  title
which were in existent as of the effective date of this Lease and
those  items which Lessee has suffered, created, or permitted  to
accrue  during the term hereof, and Lessee shall be obligated  to
purchase the Premises upon the following terms and conditions:

        (i)  Price.   The price "Purchase Price" at which  Lessor
        shall  sell and Lessee shall purchase the Leased Premises
        shall  be:   (a) $900,000 if closing on the  purchase  by
        Lessee  shall  occur  in  Lease  Year  One  or  Two;  (b)
        $1,000,000  if  closing on the purchase by  Lessee  shall
        occur in Lease Year Three.

        (ii)Closing.   Closing shall be thirty  (30)  days  after
        the  Option  is  exercised, unless the  parties  mutually
        agree  otherwise. The Purchase Price less credit for  the
        Earnest  Money  shall  be  tendered  in  cash  or   other
        certified funds by Lessee at Closing.

        (iii)                 Evidence of Title.  Not  less  than
        ten  (10)  days prior to closing, Lessee shall  obtain  a
        commitment for an ALTA owner's policy of title  insurance
        dated  within  thirty  (30) days  of  the  closing  date,
        issued  by  a  nationally recognized title  company  (the
        "Title  Company")  in the amount of  the  Purchase  Price
        determined pursuant to subparagraph (C)(i) above,  naming
        Lessee  as  the  proposed insured, and covering  the  fee
        simple  title to the Leased Premises, and showing  Lessor
        vested  with  good  title to the Leased Premises  subject
        only  to  the  matters affecting title set  forth  above.
        Such  title  commitment shall be conclusive  evidence  of
        good  title.   If Lessee shall make objection  to  title,
        Lessor  shall  be  under  no  obligation  to  cure   such
        objections.  If Lessee should proceed to closing  on  the
        purchase  of the Leased Premises, such purchase shall  be
        subject  to  any  uncured objections  to  title  made  by
        Lessee.

        (iv)Prorations.   Lessor  shall  pay  the  cost  of   the
        aforesaid  title  policy  and  any  and  all  state   and
        municipal  taxes  imposed by law on the transfer  of  the
        title   to   the  Leased  Premises,  or  the  transaction
        pursuant  to  which such transfer occurs.   Water,  sewer
        and   other  utility  charges,  if  any,  which  are  not
        metered,  driveway permit charges, if any,  general  real
        estate  taxes, and other similar items, shall be adjusted
        ratably   as  of  the  Closing,  except  to  the   extent
        otherwise settled between the parties pursuant  to  other
        provisions  of this Lease.  No portion of the  Base  Rent
        paid  by  Lessee  shall be credited toward  the  Purchase
        Price  but  Lessee  shall  be given  a  credit  for  rent
        prepaid for any period after the Closing.

        (v)  Escrow Closing.  At the election of Lessor or Lessee
        upon  notice  to the other party not less than  five  (5)
        days  prior  to  the Closing, this sale shall  be  closed
        through  an  escrow with the Title Company, in accordance
        with  the  general provisions of the usual form  of  Deed
        and  Money Escrow Agreement then is use by said  company,
        with  such  special  provisions inserted  in  the  escrow
        agreement  as  may  be  required  to  conform  with  this
        agreement.    Upon  the  creation  of  such  an   escrow,
        anything  herein to the contrary notwithstanding,  paying
        of  the purchase price and delivery of the deed shall  be
        made  through  the escrow.  The cost of the escrow  shall
        be  divided  equally between the Lessor and  Lessee.   If
        for   any   reason  other  than  Lessee's  default,   the
        transaction  fails to close, the Earnest Money  shall  be
        returned to Lessee forthwith.

        (vi)Remedies  on Default.  If Lessee defaults  under  the
        provisions of this subparagraph 35(C), Lessor shall  have
        the  right  to annul the provisions of this paragraph  35
        by  giving Lessee notice of such election, provided  that
        Lessor  has  first  notified Lessee of such  default  and
        Lessee  has  failed to cure the same within  twenty  (20)
        days   after  such  notice.   Upon  Lessor's  notice   of
        annulment  in  accordance  herewith,  the  Earnest  Money
        shall  be  forfeited  and paid to  Lessor  as  liquidated
        damages,  which  shall  be Lessor's  sole  and  exclusive
        remedy.  If Lessor defaults under the provisions of  this
        subparagraph 35(C) and fails to cure such default  within
        twenty  (20)  days after being notified of  the  same  by
        Lessee,  then  in  such event, (i) the Earnest  Money  at
        Lessee's  election and immediately upon its demand  shall
        be  returned to Lessee, which return shall not,  however,
        in   any   way  release  or  absolve  Lessor   from   its
        obligations  hereunder and (ii) Lessee shall be  entitled
        to  all remedies (both legal and equitable) the law (both
        statutory  and  decisional) of the  state  in  which  the
        Leased  Premises  are  situated  provides  without  first
        having to tender the balance of the purchase price  as  a
        condition  precedent thereof and without having  to  make
        any  election  of such remedies, subject however  to  the
        limitations  upon  Lessor's  obligations  to  remedy  any
        title objection raised by Lessee as set forth above.

    (D)   Effect of Option on Lease.  If the Option is exercised,
this  Lease  shall  continue in full force and effect  until  the
Closing  hereinabove specified.  If for any reason  such  Closing
fails  to  occur,  this Lease shall continue in  full  force  and
effect,  except that if the provisions of this paragraph  35  are
annulled by Lessor, in accordance with subparagraph 35(C)(vi), by
reason  of  a  default by Lessee, this Lease shall  continue  but
without the provisions of this paragraph 35 being a part hereof.

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

LESSEE:      TEXAS SPORTS CITY CAFE, LTD.

             By: Texas Sports City Cafe I, Inc., its General Partner

             By: /s/ Charles W. Greener
                     Its:Pres




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                        ON FOLLOWING PAGE


LESSOR:  AEI  REAL  ESTATE FUND XVI  LIMITED
         PARTNERSHIP, a Minnesota limited partnership



         By: AEI FUND MANAGEMENT XVI, INC.,  a  Minnesota corporation

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



LESSOR:  AEI  REAL ESTATE FUND XVII  LIMITED
         PARTNERSHIP, a Minnesota limited partnership



         By: AEI FUND MANAGEMENT XVII, INC.,  a  Minnesota corporation

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




                                   EXHIBIT "A"

Lot 2-A, Block B, TOWNE CROSSING, an Addition to the City of Mesquite,
Dallas County, Texas, according to the Plat recorded in Volume 85051,
Page 5143, Map Records, Dallas County, Texas.