ASSIGNMENT AND ASSUMPTION OF LEASE


     This instrument is executed and delivered as of the 30th day
of  April,  2004,  pursuant  to that  certain  Contract  of  Sale
("Agreement")  by  and  between PRECO II  CRIC  LLC,  a  Delaware
limited liability company ("Assignor"), and AEI REAL ESTATE  FUND
XVII   LIMITED  PARTNERSHIP,  a  Minnesota  limited   partnership
("Assignee").

     1.   ASSIGNMENT OF LEASE AND GUARANTY.  For good and valuable
consideration,  Assignor hereby assigns, sells,  transfers,  sets
over  and  conveys to Assignee, and Assignee hereby accepts  such
assignment, all right, title and interest of Assignor in, to  and
under (i) that certain Lease dated as of October 21, 2003, by and
between  Assignor, as Landlord, and APPLE OHIO  LLC,  a  Delaware
limited  liability company ("Tenant"), as Tenant  (the  "Lease"),
all  rights and obligations of Assignor under the Lease; and (ii)
that  certain  Guaranty  with respect to the  Lease  (the  "Lease
Guaranty"),  executed as of October 21, 2003, by  Apple  American
Group  LLC, a Delaware limited liability company with respect  to
that  certain  parcel of real property located in Ashland,  Ohio,
which  is  more fully described on Exhibit A attached hereto.   A
Memorandum of Lease dated October 21, 2003, was recorded November
18, 2003, in the Ashland County Records in Volume 376, Page 219.


2.   ASSUMPTION; INDEMNITIES.  Assignee hereby assumes the
obligations of Assignor under the Lease arising from and after
the Closing Date (as defined in the Agreement) and shall defend,
indemnify and hold harmless Assignor from and against any
liability, damages, causes of action, expenses, and attorneys'
fees incurred by any such indemnified party by reason of the
failure of Assignee to fulfill, perform, discharge, and observe
its obligations with respect to the Lease arising on or after the
date hereof.  Assignor shall defend, indemnify and hold harmless
Assignee from and against any liability, damages, causes of
action, expenses, and attorneys' fees incurred by Assignee by
reason of the failure of Assignor to fulfill, perform, discharge,
and observe its obligations with respect to the Lease arising
before the date hereof.


3.   DISCLAIMER.  Except as otherwise expressly provided in the
Agreement, the Lease is assigned by Assignor and accepted by
Assignee AS IS, WHERE IS, WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE
INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND
EXCLUDE ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE
OR BY ANY DESCRIPTION OF THE LEASE ASSIGNED HEREUNDER, AND ALL
OTHER REPRESENTATIONS AND WARRANTIES WHATSOEVER.


4.   GOVERNING LAW.  This instrument shall be governed and
controlled by the law of the State of Ohio.

      IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this
Assignment and Assumption of Lease to be executed as of the  date
first written above.

                                ASSIGNOR:

                                PRECO II CRIC LLC,
                                a   Delaware  limited   liability
                                company


                                By: /s/ Marjorie S Palace
                                        Marjorie S. Palace,
                                        Authorized Person


COMMONWEALTH OF MASSACHUSETTS )
                                   ) SS.
COUNTY OF SUFFOLK             )


     I,  Andrea M Mullen, a Notary Public in and for said County,
in  the  State  aforesaid, DO HEREBY CERTIFY,  that  Marjorie  S.
Palace,  personally  known to me to be the Authorized  Person  of
PRECO   II  CRIC  LLC,  a  Delaware  limited  liability   company
("Company"),  and personally known to me to be  the  same  person
whose  name  is  subscribed to the foregoing instrument  as  such
Authorized  Person, appeared before me this  day  in  person  and
acknowledged that he signed and delivered the said instrument  as
his own free and voluntary act, and as the free and voluntary act
and  deed of said Company, for the uses and purposes therein  set
forth.

     GIVEN  under  my  hand and Notarial Seal this  29th  day  of
April, 2004.


                                   /s/ Andrea M Mullen
                                        Notary Public
[notary seal]
                                ASSIGNEE:

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

                                By: AEI Fund  Management XVII, Inc.,
                                    a Minnesota corporation,
                                    its corporate general partner


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

STATE OF MINNESOTA       )
                         )
COUNTY OF RAMSEY         )

      I,  Jennifer L Schreiner, a Notary Public in and  for  said
County, in the State aforesaid, DO HEREBY CERTIFY, that Robert P.
Johnson,  personally known to me to be the President of AEI  FUND
MANAGEMENT XVII, INC., a Minnesota corporation, on its own behalf
and as the corporate general partner of AEI REAL ESTATE FUND XVII
LIMITED PARTNERSHIP, a Minnesota limited partnership ("Company"),
and  personally known to me to be the same person whose  name  is
subscribed   to  the  foregoing  instrument  as  such  President,
appeared  before me this day in person and acknowledged  that  he
signed  and  delivered the said instrument as his  own  free  and
voluntary act, and as the free and voluntary act and deed of said
Company, for the uses and purposes therein set forth.

      GIVEN  under my hand and Notarial Seal  this        day  of
April, 2004.


                                    /s/ Jennifer L Schreiner
                                          Notary Public

[notary seal]





This Instrument Prepared by:

G. Dean Reed, Esq.
Liechty & McGinnis, P.C.
7502 Greenville Avenue, Suite 750
Dallas, Texas  75231




                 EXHIBIT A LEGAL DESCRIPTION


SITUATED IN THE CITY OF ASHLAND, COUNTY OF ASHLAND, STATE OF
OHIO  AND  KNOWN AS BEING PART OF THE SOUTHWEST  QUARTER  OF
SECTION 24, TOWNSHIP 24, UNION TOWNSHIP, RANGE 17, AND  ALSO
KNOWN AS BEING PART OF PARCEL 3 AND PART OF PARCEL 4 OF  THE
SUBDIVISION   OF  A  PORTION  OF  THE  BOYER  PROPERTY   FOR
DEVELOPERS DIVERSIFIED ENTERPRISES LTD. AS RECORDED IN  PLAT
CABINET 1, PAGE 26 OF THE ASHLAND COUNTY RECORDS;

BEGINNING AT A POINT, WHICH IS THE SOUTHWEST CORNER  OF  THE
SOUTHWEST QUARTER OF SECTION 24;

THENCE SOUTH 86 DEG. 29' 37" EAST, ALONG THE SOUTHERLY  LINE
OF  SAID  SECTION 24 AND THE CENTERLINE OF TOWNSHIP  HIGHWAY
NO.  1506,  A  DISTANCE OF 1120.70 FEET TO A POINT  .AT  THE
INTERSECTION OF THE SOUTHERLY LINE OF SAID SECTION  24  WITH
THE CENTERLINE OF CLAREMONT A VENUE (OLD U.S. ROUTE NO.42);

THENCE  NORTH 58 DEG. 14' 21" EAST, ALONG THE CENTERLINE  OF
SAID CLAREMONT A VENUE, A DISTANCE OF 664.54 FEET TO A POINT
OF CURVATURE;

THENCE  CONTINUING THE CENTERLINE OF SAID CLAREMONT  AVENUE,
ALONG  THE ARC OF A CIRCLE DEFLECTING TO THE LEFT  HAVING  A
CENTRAL ANGLE OF 04 DEG. 30' 04", A RADIUS OF 5729.58 FEET A
TANGENT  OF  225.17 FEET, A CHORD OF 449.99  FEET,  A  CHORD
BEARING  NORTH  55 DEG. 59' 19" EAST, AND AN ARC  LENGTH  OF
450.11 FEET TO A POINT, WHICH IS THE TRUE PLACE OF BEGINNING
FOR THE PARCEL OF LAND HEREIN DESCRIBED;

THENCE NORTH 36 DEG. 12143" WEST, PASSING OVER A 5/8" CAPPED
REBAR  (GBC  DESIGN, INC.) SET AT 30.00 FEET, A DISTANCE  OF
79.99 FEET TO A 5/8" CAPPED REBAR (GBC DESIGN, INC.) SET  AT
A POINT OF CURVATURE;

THENCE ALONG THE ARC OF A CIRCLE CURVING TO THE RIGHT HAVING
A CENTRAL ANGLE OF 39 DEG. 57' 44", A RADIUS OF 100.00 FEET,
A  TANGENT  OF  36.36 FEET, A CHORD OF 68.34 FEET,  A  CHORD
BEARING  NORTH  16 DEG. 131 51" WEST, AND AN ARC  LENGTH  OF
69.75 FEET TO A 5/8" CAPPED REBAR (GBC DESIGN, INC.) SET  AT
A POINT OF TANGENCY;

THENCE NORTH 03 DEG. 45' 01" EAST A DISTANCE OF 221.25  FEET
TO  A 5/8" CAPPED REBAR (GBC DESIGN, INC.) SET AT A POINT OF
CURVATURE; THENCE ALONG THE ARC OF A CIRCLE CURVING  TO  THE
RIGHT HAVING A CENTRAL ANGLE OF 89 DEG. 58' 53", A RADIUS OF
10.00  FEET, A TANGENT OF 10 FEET, A CHORD OF 14.14 FEET,  A
CHORD  BEARING NORTH 48 DEG. 44' 28" EAST, AND AN ARC LENGTH
OF  15.70 FEET TO A 5/8" CAPPED REBAR (GBC DESIGN, INC.) SET
AT A POINT OF TANGENCY; THENCE SOUTH 86 DEG. 16' 06" EAST  A
DISTANCE OF 254.83 FEET TO A 5/8" CAPPED REBAR (GBC  DESIGN,
INC.)  SET  AT A POINT; THENCE SOUTH 38 DEG. 39'  39"  EAST,
ALONG  THE  EASTERLY LINE OF SAID PARCEL 4, PASSING  OVER  A
5/8"  CAPPED REBAR (GBC DESIGN, INC.) SET AT 110.29 FEET,  A
DISTANCE OF 140.29 FEET TO A POINT; THENCE SOUTH 51 DEG. 20'
21"  WEST,  ALONG  THE  CENTERLINE LINE  OF  SAID  CLAREMONT
AVENUE,  ALSO BEING THE SOUTHERLY LINE OF SAID PARCEL  4,  A
DISTANCE  OF  141.22  FEET TO A POINT OF  CURVATURE;  THENCE
CONTINUING  ALONG  THE CENTERLINE OF SAID CLAREMONT  AVENUE,
ALSO  BEING  THE SOUTHERLY LINE OF SAID PARCEL  3  AND  SAID
PARCEL  4,  ALONG THE ARC OF A CIRCLE CURVING TO  THE  RIGHT
HAVING  A  CENTRAL  ANGLE OF 02 DEG. 23' 56",  A  RADIUS  OF
5729.58  FEET, A TANGENT OF 119.96 FEET, A CHORD  OF  239.88
FEET, A CHORD BEARING SOUTH 52 DEG. 32' 19" WEST, AND AN ARC
LENGTH  OF  239.89 FEET TO THE TRUE PLACE OF  BEGINNING  AND
CONTAINING 1.9366 ACRES OF LAND, MORE OR LESS, (1.1131 ACRES
BEING  LOCATED  IN  SAID  PARCEL 3 AND  0.8235  ACRES  BEING
LOCATED IN SAID PARCEL 4), AS SURVEYED IN NOVEMBER, 2000, AS
REVISED  BY  SURVEY  IN  OCTOBER, 2001  BY  GARY  R.  ROUSE,
REGISTERED  SURVEYOR  NO. 6867, WITH GBC  DESIGN,  INC.  BUT
SUBJECT   TO   ALL  LEGAL  HIGHWAYS  AND  ANY  RESTRICTIONS,
RESERVATIONS OR EASEMENTS OF RECORD.

TOGETHER   WITH   THE  EASEMENTS  AS  SET   FORTH   IN   THE
RESTRICTIONS, COVENANTS AND CONDITIONS CONTAINED IN DEED  OF
DECLARATION  BY  DEVELOPERS DIVERSIFIED  ENTERPRISES,  LTD.,
FILED  JUNE  2,  1977 IN VOLUME 503 PAGE 639 ASHLAND  COUNTY
RECORDS.

NOTE:   THE  ABOVE  DEED  OF  DECLARATION  WAS  AMENDED   BY
INSTRUMENT  FILED FEBRUARY 22,1993 IN VOLUME  577  PAGE  509
ASHLAND COUNTY RECORDS.



PARCEL NO. P44-085-0-0010-00

Commonly known as: 2250 Claremont Avenue, Ashland, OH 44805







                            LEASE


                           BETWEEN




                      PRECO II CRIC LLC




                        as Landlord,




                     and APPLE OHIO LLC






                          as Tenant






                Dated: As of October 21, 2003














                      TABLE OF CONTENTS

  1.   BASIC PROVISIONS                                  1
  2.   LEASING AGREEMENT; TERM                           2
  3.   RENT                                              4
  4.   TAXES                                             5
  5.   ENVIRONMENTAL MATTERS                             6
  6.   COMPLIANCE WITH REQUIREMENTS                      9
  7.   COVENANT AGAINST LIENS                            9
  8.   USE AND ENJOYMENT                                 10
  9.   TENANT'S PROPERTY; LIEN WAIVER                    12
  10.  ALTERATIONS; MAINTENANCE AND REPAIR               12
  11.  CONDEMNATION AND CASUALTY DAMAGE                  14
  12.  INSURANCE                                         17
  13.  ASSIGNMENT AND SUBLETTING                         18
  14.  INDEMNIFICATION                                   20
  15.  DEFAULT; REMEDIES                                 22
  16.  SURRENDER OF PREMISES                             27
  17.  SUBORDINATION AND ATTORNMENT                      28
  18.  ESTOPPEL CERTIFICATES                             29
  19.  NOTICES                                           29
  20.  LEASEHOLD FINANCING                               30
  21.  RIGHT OF FIRST REFUSAL                            31
  22.  TENANT'S RIGHT TO SUBSTITUTE THE PREMISES         33
  23.  GUARANTY                                          36
  24.  MISCELLANEOUS                                     37




                   SCHEDULES AND EXHIBITS

EXHIBIT A           LAND LEGAL DESCRIPTION

EXHIBIT B           LANDLORD AGREEMENT
EXHIBIT C           MEMORANDUM OF LEASE
EXHIBIT D           GUARANTY
EXHIBIT E           SUBORDINATION , NON-DISTURBANCE AND
                    ATTORNMENT AGREEMENT


                            LEASE


THIS LEASE ("Lease") dated October .21, 2003, is made and
entered into by and between PRECO II CRlC LLC, a Delaware
limited liability company ("Landlord"), and APPLE OHIO LLC,
a Delaware limited liability company ("Tenant").

                    I.   BASIC PROVISIONS


1.1. Premises Address:               2250 Claremont Avenue
                                     Ashland, Ohio 44805

1.2. Landlord Name and Address:      PRECO II CRJC LLC
                                     One Exeter Place
                                     Boston, MA 02116.

1.3. Tenant Name and Address:        Apple Ohio LLC
                                     6200 Oak Tree Boulevard,
                                     Suite 250
                                     Independence, OH 44131
                                     Attn: Chief Financial Officer

1.4. Lease Date:                     October 21, 2003

1.5. Term:                           Twenty (20) Lease Years

1.6. Options to Extend:              Four (4) periods of five
                                     (5) Lease Years each

1.7. Exhibits:                       Exhibit A -Land Legal Description
                                     Exhibit B -Landlord Agreement
                                     Exhibit C -Memorandum of Lease
                                     Exhibit D -Guaranty of Lease
                                     Exhibit E -Subordination, Non-Disturbance
                                                and Attornment Agreement


                 2. LEASING AGREEMENT; TERM

     2.1.  LEASING AGREEMENT. Landlord leases to Tenant  and
Tenant  leases from Landlord upon and subject to  the  terms
and  conditions set forth in this Lease certain real  estate
consisting of approximately 84,358 square feet of  land,  as
legally  described in attached Exhibit A, together with  all
easements, rights and appurtenances thereto, including,  but
not  limited to all of Landlord's rights, if any, to use any
common  areas, parking, access drives and sidewalks  in  any
center  of which the real estate may be a part (the "Land").
The Land is commonly known as 2250 Claremont Avenue, Ashland
("City"), Ashland County, Ohio. The Land, together with  the
restaurant  and other related improvements now or  hereafter
thereon  ("Improvements"), are referred to in this Lease  as
the  "Premises."  The  Premises are leased  subject  to  all
restrictions, covenants, encumbrances and other  matters  of
record on the date of this Lease.

     2.2.  TERM.  The  term  of this  Lease  ("Term")  shall
commence  ("Commencement  Date")  on  the  date  set   forth
opposite the signatures of the parties on the signature page
of  this Lease and, unless extended or earlier terminated as
provided   herein,  shall  expire  ("Expiration  Date")   at
midnight  on  the  last day of the twentieth  (20th)  "Lease
Year"  thereafter. "Lease Year" shall me~ and refer to  that
period  of  twelve  (12)  full consecutive  calendar  months
beginning with the first full calendar month of the Term and
each  subsequent period of twelve (12) consecutive  calendar
months  during the Term, provided that if the Term commences
on  other  than the first day of a calendar month, then  the
initial   fractional  month  of  the  Term  plus  the   next
succeeding twelve (12) full calendar months shall constitute
the first Lease Year of the Term and provided, further, that
if  this  Lease is terminated prior to the Expiration  Date,
the  last Lease Year may contain less than twelve (12)  full
calendar months.

     2.3. EXTENSION OF THE TERM. Provided that this Lease is
in  full  force  and  effect and no  Event  of  Default  has
occurred and is continuing, Tenant shall have the option  to
extend  the  Term for up to four (4) successive  periods  of
five (5) Lease Years each upon all of the provisions of this
Lease, which extension options shall automatically be deemed
exercised two hundred seventy (270) days prior to  the  then
current  Expiration  Date without the  requirement  for  any
further  notice; provided, however, that Tenant  shall  have
the  right  to  tem1inate  this Lease  (and  void  any  such
automatic  extension  and all remaining  extension  options)
effective  as of any then current Expiration Date by  giving
written notice thereof to Landlord not less than two hundred
seventy (270) days before such then current Expiration Date;
and  provided,  further,  that  this  Lease  shall  not   be
automatically extended (and Tenant shall be deemed  to  have
given written notice of non-renewal) if on the date which is
two  hundred  seventy (270) days prior to the  then  current
Expiration  Date  an Event of Default has  occurred  and  is
continuing, and in such event this Lease shall terminate  on
the  then  current Expiration Date. If and  each  time  this
Lease  is  so extended, the word "Term" shall be  deemed  to
include  the five (5) year extension period with respect  to
which the option has been exercised and the term "Expiration
Date"  shall  mean  the  last day  of  such  five  (5)  year
extension period.

     2.4.PREMISES  LEASED " AS-IS". LANDLORD  HEREBY  LEASES
AND  WILL  LEASE AND TENANT TAKES AND WILL TAKE THE PREMISES
"AS  IS"  AND  TENANT  ACKNOWLEDGES THAT  LANDLORD  (WHETHER
ACTING  AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY)  HAS
NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED  TO
HAVE  MADE,  ANY  WARRANTY  OR  REPRESENTATION,  EXPRESS  OR
IMPLIED,  WITH  RESPECT  TO ANY OF THE  PREMISES,  INCLUDING
WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION AS TO  ITS
FITNESS  FOR  USE,  PURPOSE, DESIGN  OR  CONDITION  FOR  ANY
PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL
OR  WORKMANSHIP THEREIN, LATENT OR PATENT, OR AS  TO  VALUE,
COMPLIANCE  WITH  SPECIFICATIONS, LOCATION, USE,  CONDITION,
MERCHANTABILITY,   QUALITY,   DESCRIPTION,   DURABILITY   OR
OPERATION,  IT BEING AGREED THAT ALL RISKS INCIDENT  THERETO
ARE  TO  BE  BORNE BY TENANT. TENANT ACKNOWLEDGES  THAT  THE
PREMISES ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS, AND
THAT  THE  PREMISES HAVE BEEN INSPECTED BY  TENANT  AND  ARE
SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY
IN  ANY  OF  THE PREMISES OF ANY NATURE, WHETHER  PATENT  OR
LATENT,  LANDLORD  SHALL  NOT  HAVE  ANY  RESPONSIBILITY  OR
LIABILITY  WITH  RESPECT THERETO OR FOR  ANY  INCIDENTAL  OR
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, STRICT
LIABILITY IN TORT). THE PROVISIONS OF THIS SECTION 2.4  HAYE
BEEN  NEGOTIATED, AND THE FOREGOING PROVISIONS ARE  INTENDED
TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY
LANDLORD,  EXPRESS OR IMPLIED, WITH RESPECT TO  ANY  OF  THE
PREMISES,  ARISING  PURSUANT TO STATUTE, JUDICIAL  DECISION,
THE   UNIFORM  COMMERCIAL  CODE  OR  ANY  OTHER  LAW,  RULE,
REGULATION  OR  ORDER NOW OR HEREAFTER  IN EFFECT  OR  OTHER
WISE.

     Tenant acknowledges and agrees that Tenant has examined
the  title  to  the  Premises prior  to  the  execution  and
delivery  of  this  Lease and has found  such  title  to  be
satisfactory for the purposes contemplated by this Lease.

     2.5.  TRUE LEASE. Landlord and Tenant intend  for  this
Lease  to  be a true lease and not a transaction creating  a
financing  arrangement. Each party shall take all reasonable
steps  to reflect the transaction represented hereby in  all
applicable  books,  records and reports (including,  without
limitation, income tax filings) in a manner consistent  with
"true lease" treatment rather than "financing" treatment.

     2.6.  NON-  TERMINABLE. Except as  and  to  the  extent
expressly  set  forth in Section 2.3 (with respect  to  non-
renewal of this Lease) and in Article 11 of this Lease,  and
Article  22  of  this  Lease (provided that  Tenant  (or  an
affiliate  of Tenant) shall enter into a new Lease  for  the
Exchange  Property), Tenant shall have no right to terminate
this  Lease. Tenant shall remain obligated under this  Lease
in  accordance with its terms and shall not take any  action
to  terminate,  rescind or avoid this Lease, notwithstanding
any  bankruptcy,  insolvency,  reorganization,  liquidation,
dissolution  or other proceeding affecting Landlord  or  any
action with respect to this Lease which may be taken by  any
trustee, receiver or liquidator or by any court.


                           3. RENT

     3.1.  BASE RENT. Tenant shall pay to Landlord as annual
base  rent ("Base Rent") the amount set forth in column  (b)
below  for the corresponding Lease Years set forth in column
(a) below:

(a)  Lease  Year      (b)  Annual Base Rent    (c)  Monthly Base Rent
        1-5                  $149,066.00               $12,422.17
        6-10                  160,245.96                13,353.83
        11-15                 172,264.44                14,355.37
        16-20                 185,184.24                15,432.02
        21-25*                199,073.04                16,589.42
        26-30**               214,003.56                17,833.63
        31-35***              230,053.80                19,171.15
        36-40****             247,307.88                20,608.99

[an  asterisk (*) indicates an extension period; the  number
of   asterisks  corresponds  to  the  respective   extension
period.]

     Base  Rent  shall  be  paid  to.  Landlord  in  monthly
installments ("Monthly Base Rent") in the respective amounts
set forth in column (c) above in advance on the first day of
each  month for which the same is due during the Term.  Rent
for any partial month shall be prorated on a per diem basis.

     3.2.  PAYMENT. All charges and costs payable by  Tenant
to  Landlord or any other third party pursuant to this Lease
in  addition  to  Base Rent shall be considered  "Additional
Rent".  Base Rent and Additional Rent are sometimes referred
to  collectively as "Rent." Except as otherwise specifically
provided in this Lease, all Rent shall be paid by Tenant  to
Landlord   without   notice,  demand,   offset,   abatement,
reduction or deduction by check payable to Landlord and sent
to  Landlord at the address indicated in Section 1.2  or  to
such other person, entity or place as Landlord may from time
to  time  designate  by  notice to Tenant.  If  required  by
Landlord, Tenant shall make payments of Monthly Base Rent to
Landlord  by wire transfer in immediately available  federal
funds to such account in such bank as Landlord may designate
from  time  to  time  upon not less than thirty  (30)  days'
notice to Tenant, which account shall be the same account to
which  Tenant  and/or Tenant's affiliates  who  lease  other
properties  from  Landlord named herein (or its  affiliates)
wire  transfer payments of Monthly Base Rent  for  at  least
nine  (9) other properties. Monthly Base Rent for the period
from  and  including  the  Commencement  Date  through   and
including the last day of the first full calendar  month  of
the Term shall be paid in advance on the Commencement Date.

     3.3.  LATE  PAYMENTS.  If Tenant  shall  fail  to  make
payment  of  any installment of Base Rent or any  Additional
Rent  payable  to Landlord (rather than to  a  third  party)
within  ten (10) days after the date when each such  payment
is  due,  Tenant shall pay to Landlord interest  at  a  rate
equal  to the Default Rate (ashereii1after defined)  on  the
amount  unpaid computed from the date such payment  of  Base
Rent or Additional Rent was due to and including the date of
payment  thereof  (but only with respect to amounts  payable
directly to Landlord or that are not otherwise subject to an
interest  or  similar charge that. will be treated  as  Base
Rent   or  Additional  Rent  hereunder).  Further,  if   any
installment of Monthly Base Rent is not paid within  fifteen
(15)  days after the date the same is due, Tenant shall  pay
to  Landlord, on demand, as Additional Rent. a  late  charge
(the  "Late  Charge")  equal to four percent  (4%)  of  such
overdue installment of Monthly Base Rent.

     3.4.  NET  LEASE. This is a net lease  and  Base  Rent,
Additional Rent and, except as otherwise expressly set forth
herein, all other sums payable hereunder by Tenant shall  be
paid  without defense (other than defense of prior payment),
notice, demand, setoff, counterclaim, recoupment, abatement,
suspension,  deferment, diminution, deduction or  reduction.
During the Term of this Lease, Tenant shall be obligated  to
pay   and  shall  be  liable  for  all  costs  and  expenses
associated   with  or  arising  from  the  use,   operation,
maintenance,   repair  or  improvements  of   the   Premises
(regardless  of whether such costs and expenses are  charged
or imposed against Landlord or Tenant).

                          4. TAXES

     4.1.  As used in this Lease, the term "Premises  Taxes"
shall  mean  all real estate, personal property, ad  valorem
and  other  taxes and assessments, general and special,  and
all  other governmental charges levied, assessed or  imposed
on  or with respect to the Premises or which arise from  the
ownership, leasing, use, occupancy or possession of  all  or
any  portion  of  the Premises. Without  limitation  of  the
foregoing,  it is hereby specifically agreed that  "Premises
Taxes"  include  all  taxes and other  governmental  charges
assessed  or levied (i) on or with respect to any Base  Rent
or  Additional  Rent  payable under this  Lease,  (ii)  with
respect to any period prior to or during the Term, and (iii)
any interest, penalties, fines and other amounts charged for
late   payment   or  non-payment  of  any  Premises   Taxes.
Notwithstanding  the  foregoing, Premises  Taxes  shall  not
include  (A)  any taxes or assessments imposed  on  or  with
respect  to  Tenant's Property (as defined in Section  9.1),
(B)  any  income,  franchise  or  other  taxes  measured  by
Landlord's  income  or profit from the  Premises  on  a  net
basis,  other than any sales, use, rent occupancy or similar
taxes on or with respect to Base Rent or Additional Rent, or
(C)  any  gifts  estate or other transfer taxes  imposed  on
Landlord.

     4.2. PAYMENT.

          (a)   Tenant  shall  pay  Premises  Taxes  to  the
     appropriate  governmental authority before  delinquency
     and  before  any interest, penalties or  fines  may  be
     charged with respect thereto and shall deliver  a  copy
     of  all  paid  tax  bills  to  Landlord  promptly  upon
     request.

          (b)  If  any  Premises Taxes relate  to  a  fiscal
     period which is partly within and partly outside of the
     period  for  which  Tenant is responsible,  the  amount
     thereof  shall  b~  prorated so  that  Tenant  will  be
     responsible  for  that  portion which  relates  to  the
     period  prior  to and after the Commencement  Date  and
     through  the  Expiration  Date  and  Landlord  will  be
     responsible for the portion after the Expiration Date.

          (c)  Any  refunds (including any accrued interest)
     of Premises Taxes applicable to the period prior to and
     during-the Term shall be the property of Tenant and  to
     the  extent received by Landlord shall be paid over  to
     Tenant  promptly after receipt thereof. Any  refund  of
     Premises   Taxes  shall  be  deemed  a   reduction   of
     Additional Rent hereunder.

     4.3. CONTEST. Subject to the provisions hereof, Tenant,
at its own expense, may contest Premises Taxes in any manner
permitted by law, in Tenant's name, and, whenever necessary,
in  Landlord's name and Landlord will cooperate at  Tenant's
sole  cost and expense with Tenant and execute any documents
reasonably required for such purpose. Any such contest shall
be  conducted by Tenant in good faith and at its  sole  cost
and  expense, by appropriate proceedings which shall operate
during  the  pendency thereof to prevent (i) the  collection
of,  or  other  realization  upon,  the  Premises  Taxes  so
contested,  (ii)  the  sale,  forfeiture  or  loss  of   the
Premises,  any Base Rent or any Additional Rent  to  satisfy
the  same,  (iii) any interference with the use or occupancy
of  any of the Premises, and (iv) any interference with  the
payment  of  any Base Rent or the portion of any  Additional
Rent  that  does  riot  represent the Premises  Taxes  being
contested under this Section 4.3.  In no event shall  Tenant
pursue any contest with respect to any Premises Taxes in any
manner  that  exposes  Landlord to (i)  criminal  liability,
penalty  or  sanction, (ii) any civil liability, penalty  or
sanction for which Tenant has not made provisions reasonably
acceptable to Landlord, or (iii) defeasance of its  interest
the Premises. Tenant agrees that each such contest shall  be
diligently  prosecuted to a final conclusion.  Tenant  shall
pay  and save Landlord harmless from and against any and all
losses,  judgments,  decrees and costs  (including.  without
limitation, attorneys' fees and expenses) in connection with
any  such  contest  and  shall,  promptly  after  the  final
determination  of such contest, fully pay and discharge  the
amounts  which shall be levied, assessed, charged or imposed
or  be  determined  to be payable therein or  in  connection
therewith,  together  with all penalties,  fines,  interest,
costs and expenses thereof or in connection therewith.

                  5. ENVIRONMENTAL MATTERS

     5.1.  DEFINITIONS.  For  purposes  of  this  Lease  the
following terms shall have the following meanings:

          (a)  "ENVIRONMENTAL LAWS" -all present and  future
     laws,  statutes, rules, regulations, orders  and  other
     requirements  of  any federal, state,  local  or  other
     governmental  authority relating  to  the  environment,
     environmental  protection or regulation, the  emission,
     disposal  or  discharge  or the  actual  or  threatened
     release   into   the  environment  of   pollutants   or
     contaminants  or  to  any  Hazardous  Substance  or  HS
     Activity.   Without   limitation  of   the   foregoing,
     Environmental  Laws include each of the  following,  as
     enacted  as of the date hereof or as hereafter amended:
     the  Comprehensive Environmental Response, Compensation
     and  Liability Act of 1980, 42 U.S.C. 9601 et seq;  the
     Resource  Conversation and Recovery  Act  of  1976,  42
     U.S.C. 6901 et seq. the Toxic Substance Control Act, 15
     U.S.C.  2601  et seq, the Water Pollution  Control  Act
     (also knows as the Clean Water Act), 33 U.S.C.  1251 et
     seq.;  the  Clean Air Act, 42 U.S.C. 7401 et seq.;  and
     the  Hazardous Materials Transportation Act, 49  U.S.C.
     5l01 et seq. and any similar state laws.

          (b)  "HAZARDOUS SUBSTANCE" -any substance  defined
     or  classified in any Environmental Laws as a toxic  or
     hazardous chemical, waste, material or substance. or as
     a   pollutant   or   contaminant  (including,   without
     limitation,  petroleum or any by-product  or  fractions
     thereof,   lead,   asbestos  and  asbestos   containing
     materials, polychlorinated byphenyls and radioactive or
     explosive  materials);  and  any  substance  which   if
     present requires investigation or remediation under any
     Environmental  Law  or results in liability  thereunder
     for exposure thereto or discharge thereof.

          (c)  "HS  ACTIVITY" -the generation,  manufacture,
     handling,  transportation, usage,  treatment,  release,
     discharge,   removal,  storage  or  disposal   of   any
     Hazardous Substance.

     5.2. TENANT OBLIGATIONS.

     (a) On or after the Commencement Date, Tenant (i) shall
not  conduct or knowingly permit any HS Activity in,  on  or
from   the   Premises  or  knowingly  allow  any   Hazardous
Substances  on the Premises, in each case, in  violation  of
any  Environmental  Laws, and (ii)  shall  comply  or  cause
compliance   with  all  Environmental  Laws  applicable   to
Tenant's  use or occupancy of the Premises, and shall  cause
the  Premises to comply with all Environmental Laws; in each
case,  except to the extent such violation results from,  or
compliance  is required as a result of, any act of  Landlord
or any act or omission of any other person other than Tenant
and  its members, managers, affiliates, officers, directors,
employees,  contractors, representatives, agents,  assignees
or subtenants (collectively, "Tenant's Parties"), or relates
to  any  condition  existing on the Commencement  Date  (the
obligations  of Tenant under the preceding clauses  (i)  and
(ii)  are  called "Tenant's Compliance Obligation").  Tenant
shall  promptly  give notice to Landlord if  Tenant  becomes
aware of any action, claim, suit or proceeding relating to a
violation  or  alleged violation of any  Environmental  Laws
with  respect  to Tenant's use or occupancy of the  Premises
filed  or threatened against Tenant or the Premises. If,  at
any  time during the Term, Hazardous Substances shall  exist
in   or   on  the  Premises  to  which  Tenant's  Compliance
Obligation  applies,  then  Tenant  shall,  or  shall  cause
responsible   third  parties  to,  promptly   commence   and
diligently  implement  all investigation,  site  monitoring,
containment, cleanup, removal, restoration or other remedial
work  of any kind or nature (collectively, "Remedial  Work")
to  the  extent  required  by  Environmental  Laws,  and  in
compliance with all Environmental Laws, all at Tenant's sole
cost and expense.

     (b)   Tenant  agrees  to  indemnify,  defend  and  hold
harmless  Landlord, any Landlord Lender and their respective
managers,    partners,    members,   officers,    directors,
shareholders,  employees and agents ("Landlord Indemnitees")
from  and  against  any  and all claims,  demands,  actions,
liabilities, damages, assessments, losses, fines, penalties,
costs  and  expenses,  including remediation,  clean-up  and
detoxification costs and reasonable attorneys' fees, arising
from or related to any breach or violation by Tenant of  its
obligations set forth in Section 5.2(a).  The provisions  of
Section  5.2 shall survive the expiration or termination  of
this Lease.

     (c)  Upon  Landlord's request, at any  time  after  the
occurrence and during the continuance of an Event of Default
or  at such other time as Landlord has reasonable grounds to
believe  that Tenant is in violation of Tenant's  Compliance
Obligation, Tenant shall cause an inspection or audit of the
Premises  by  an environmental engineer or other appropriate
consultant reasonably approved by Landlord to determine  the
presence or absence of Hazardous Substances on the Premises.
If  Tenant  fails  to  effectuate the commencement  of  such
inspection  or  audit  within thirty (30)  days  after  such
request  or  fails  to  deliver a  written  report  of  such
inspection or audit to Landlord within sixty (60) days after
such request, Landlord may order the same, and Tenant hereby
grants to Landlord and its respective employees, contractors
and  agents  access  to the Premises upon  prior  reasonable
notice to undertake such inspection or audit, provided  that
such inspection or audit does not interfere with the conduct
of  Tenant's  business  on the Premises,  Landlord  provides
Tenant  certificates  of  insurance  naming  Tenant  as   an
additional  insured and containing such types  of  insurance
and  limits as Tenant reasonably requires, Landlord promptly
repairs  any damage caused by such testing and restores  the
Premises  to  the condition in which it existed  immediately
prior  to  such damage at Landlord's sole cost and  expense,
and  Landlord  shall indemnify Tenant if and to  the  extent
required  under  Section 14.2 hereof  for  all  loss,  cost,
damage,  liens, claims, liabilities or expenses  (including,
but  not limited to, reasonable attorneys' fees, court costs
and  disbursements) incurred by Tenant arising  from  or  by
reason  of  such  inspection or  audit.  The  cost  of  such
inspection  or  audit shall be paid (i) by  Tenant  if  such
inspection  or audit shall confirm a violation  of  Tenant's
Compliance Obligation or (ii) by Landlord if such inspection
or audit does not confirm a violation of Tenant's Compliance
Obligation.

     (d)   Landlord   and  Tenant  expressly   agree   that,
notwithstanding anything to the contrary set forth  in  this
Lease  (including,  but not limited to,  the  provisions  of
Section  l4.l  hereof),  except  in  the  case  of  Tenant's
obligations  expressly set forth under Sections 5.2(a),  (b)
and  (c) hereof, Tenant shall have no obligation under  this
Lease (i) to defend, indemnify or hold harmless Landlord  or
Landlord   Indemnitees  with  respect  to   any.   Hazardous
Substance, Environmental Laws or HS Activity, (ii) to engage
any  environmental engineer or appropriate  consultant  with
respect to any Hazardous Substance, Environmental Laws or HS
Activity,  (iii) to conduct any audit or inspection  of  the
Premises   with   respect   to  any   Hazardous   Substance,
Environmental Laws or HS Activity, (iv) to comply  or  cause
compliance with any Environmental Laws, or (v) to perform or
cause  performance of any Remedial Work with respect to  any
Hazardous Substance, Environmental Laws or HS Activity.

     5.3. LANDLORD OBLIGATIONS.

     On  or after the Commencement Date, Landlord shall  not
conduct  any  HS  Activity on, about or from  the  Premises.
Landlord  shall promptly give notice to Tenant  if  Landlord
becomes  aware  of  any action, claim,  suit  or  proceeding
relating  to  a  violation  or  alleged  violation  of   any
Envirorn11ental Laws filed or threatened against Landlord or
the  Premises  or  if Landlord has received  notice  or  has
actual  knowledge of any HS Activity on the Premises  caused
by a person other than Tenant or any Tenant Party.


               6. COMPLIANCE WITH REOUIREMENTS

     6.1. COMPLIANCE WITH LAW

     During  the Term, Tenant shall comply, and shall  cause
the  Premises to comply, in all material respects  with  and
shall   correct   any  violation  of  any  laws,   statutes,
ordinances  and  other  legal  and  insurance  requirements,
whether  now  or  hereafter  in  force,  applicable  to  the
Premises  or  Tenant's  use or occupancy  of  the  Premises,
including  without limitation, the Occupational  Safety  and
Health  Act,  as  amended  ("OSHA  "),  the  Americans  with
Disabilities Act of 1990, as amended (" ADA"), and,  subject
to   Section  5.2,  all  Environmental  Laws.  Tenant  shall
procure,  maintain and comply, and shall cause the  Premises
to comply, with any and all permits, approvals, licenses and
other  governmental authorizations required for  the  lawful
use,   operation,   maintenance  and   any   "   Alteration"
(hereinafter defined) of the Premises.

     6.2. COMPLIANCE WITH PERMITTED ENCUMBRANCES

     Tenant  agrees  that  with respect  to  all  easements,
conditions,   covenants,   restrictions,   encumbrances   or
agreements now affecting the Premises or which are hereafter
created  by  or  consented to by Tenant  (collectively,  the
"Permitted Encumbrances"), Tenant shall observe, perform and
comply  with,  and  cause the Premises to comply  with,  and
carry  out and perform all of the obligations therein  which
are  to  be  observed  and performed by  the  owner  or  any
occupant  of  the  Premises thereunder, and  shall  pay  all
assessments, fees, costs and expenses required to be paid by
the owner or any occupant of the Premises thereunder .

                  7. COVENANT AGAINST LIENS

     7.1.  LIENS. Tenant shall not cause, suffer  or  permit
any   mechanic's,  materialmen's  judgment  or  other   lien
("Lien")  to be filed against the Premises (other  than  any
Lien  arising due to any act or omission of Landlord or  its
agents);  provided that nothing herein shall  be  deemed  to
limit the rights of Tenant Lender under Section 20.2 hereof.
If any Lien shall be filed against all or any portion of the
Premises  (other than any Lien arising due  to  any  act  or
omission  of Landlord or its agents), (i) Tenant shall  give
notice  thereof  to Landlord within ten (10)  business  days
after  the date on which Tenant first becomes aware  of  the
filing  of  any  such Lien, and (ii) within forty-five  (45)
days after first becoming aware of such filing, (but in  any
event  before any enforcement action to foreclose  is  taken
with  respect  to such Lien), Tenant, at its sole  cost  and
expense, shall cause the Lien to be discharged of record  or
bonded over by any statutory bonding procedure sufficient to
prevent  foreclosure or other enforcement of such Lien,  and
shall  deliver  notice  thereof to Landlord,  failing  which
Landlord  shall have the right, but shall not be  obligated,
to  discharge the Lien without investigating the validity or
amount  thereof. Tenant shall reimburse Landlord  on  demand
for  any reasonable amounts so paid or incurred by Landlord,
including  reasonable expenses and attorneys' fees  incurred
in connection therewith.

     Notice  is  hereby  given that Landlord  shall  not  be
liable for any labor, services or materials furnished or  to
be  furnished  to Tenant, or to anyone holding  any  of  the
Premises  through or under Tenant, and that  no  mechanic's.
materialman's or other Liens for any such labor. services or
materials shall attach to or affect the interest of Landlord
in and to any of the Premises.


                    8. USE AND ENJOYMENT

     8.1. Use.

          (a)  Unless  otherwise  approved  in  writing   by
     Landlord,  during the Term the Premises shall  be  used
     only for the operation of an Applebee's Restaurant, or.
     If  a  change  in  use is requested by Franchisor,  any
     other  restaurant  which  may  be  affiliated  with  or
     franchised  by  Franchisor.  The  Premises   shall   be
     attractive  in appearance and Tenant shall conduct  its
     business in a lawful and reputable manner. Tenant shall
     not  commit waste on the Premises and shall not  occupy
     or  use  the Premises or permit the same to be used  or
     occupied for any purpose or in any manner that violates
     any applicable legal or governmental requirement.

     (b)   Tenant  shall  continuously  operate  a  business
pursuant to Section 8.1(a) from the Premises during the Term
of  this Lease; provided, however, that if Tenant has  given
Landlord  notice  of  Tenant's  intent  to  substitute   the
Premises pursuant to Section 22 hereof, Tenant may close its
business  at the Premises for a continuous period of  up  to
two  (2)  years  while Tenant is arranging for  an  Exchange
Property.  In  addition, Tenant may  temporarily  cease  its
operations  at the Premises for (i) restoration,  alteration
and   repair  obligations  pursuant  to  the  terms  of  its
Franchise  Agreement;  (ii) the performance  of  Alterations
permitted  under  this Lease; or (iii) as a  result  of  any
emergency, casualty or event of force majeure.

     (c)   All  garbage, trash and refuse generated from the
operation of the business conducted on the Premises shall be
placed  in appropriate garbage receptacles and, at  Tenant's
sole  cost  and  expense,  removed from  the  Premises  with
sufficient frequency so as to avoid any accumulation thereof
outside of such receptacles.

     8.2.  EXTERIOR SIGNS, AWNINGS AND CANOPIES. Tenant,  at
its sole cost and expense, may at any time and from time  to
time during the Term install, alter, and/or replace any  and
all  exterior signs, awnings and/or canopies as  Tenant  may
determine,  so  long  as  they are in  compliance  with  all
applicable  laws and all Permitted Encumbrances. Tenant,  at
its  sole  cost  and  expense, shall  obtain  all  necessary
permits  for all signs, awnings and canopies on the Premises
and shall maintain the same in good condition and repair.

     8.3.  UTILITIES. Tenant shall arrange and contract,  in
its  name, for and pay when due all charges for water,  gas,
electricity,  cable TV, telephone, trash removal,  scavenger
service and other utility services used or consumed  on  the
Premises  by  Tenant or its agents during the Term,  all  of
which shall be separately metered and billed to Tenant.

     8.4.  QUIET  ENJOYMENT. Landlord covenants with  Tenant
that  Tenant,  upon paying Rent to Landlord  and  performing
Tenant's  other  covenants  in this  Lease,  shall  and  may
peaceably and quietly have, hold, occupy, possess and  enjoy
the  Premises during the Term without any interference  from
Landlord or anyone claiming by, through or under Landlord.

     8.5.   SIGNAGE   RIGHTS,  PARKING,   ACCESS.   Landlord
covenants with Tenant that Landlord shall not engage in  any
action,  or  grant any rights which affect  parking  at  the
Premises access to the Premises, means of ingress and egress
to  and  from  the  Premises,  visibility  to  or  from  the
Premises, Tenant's signage at the Premises or rights to  the
roof  of  the Premises, any telecommunications equipment  or
utilities  which service the Premises, Tenant's  air  rights
and  any  other  rights  to which  Tenant  may  be  entitled
pursuant  to  any easement agreements or similar  agreements
affecting  the  Premises  without  Tenant's  prior   written
consent,  which may be granted or withheld in Tenant's  sole
discretion  but shall not be unreasonably withheld  if  such
action  will not materially adversely affect the conduct  of
Tenant's  business  at  the  Premises.  Landlord  agrees  to
deliver  to  Tenant copies of any notices Landlord  receives
with  respect to the aforementioned rights. Landlord  agrees
that so long as no Event of Default shall have occurred  and
be  continuing, upon request by Tenant (and only  after  all
documentation reasonably required to consummate the relevant
transaction shall have been provided to Landlord),  Landlord
shall  (i)  enter into or modify such easements,  covenants,
waivers, approvals or restrictions for utilities, parking or
other matters as Tenant may desire for the operation of  the
Premises  (collectively, "Easements"), or (ii)  dedicate  or
transfer,  minor  non-essential unimproved portions  of  the
Premises for road, highway or other public purposes  to  the
extent  such  dedications or transfers are  consistent  with
commercially  reasonable development  or  operation  of  the
Premises (the ..Dedications"); provided, that Landlord shall
be  obligated  to  take such action only  if  (A)  any  such
Easements  or Dedications do not adversely affect the  value
of  the Premises (other than to a de minimis extent), do not
unreasonably  render the use of the Premises dependent  upon
any  other property or unreasonably condition the use of the
Premises  upon  the use of any other property,  and  do  not
adversely  affect  (other than to a de minimis  extent)  the
use,  or  visibility  of, or access to,  the  Premises,  (B)
Tenant  advises Landlord of the amount of the consideration,
if  any,  being  paid for such Easements or Dedications  and
that Tenant considers such consideration, if any, to be fair
under the circumstance and that such consideration, if  any,
shall  be  paid  to  Landlord, (C)  Tenant  acknowledges  in
writing that for so long as this Lease is in effect,  Tenant
will perform all obligations, if any, of Landlord under  the
applicable instrument and Tenant will remain obligated under
this  Lease  and  AAG (if the Guaranty is  then  in  effect)
acknowledges in writing that AAG will remain obligated under
the   Guaranty,  in  each  case  in  accordance  with  their
respective  terms,  and  (D) Tenant pays  all  out-of-pocket
costs  and expenses incurred by Landlord in connection  with
said  Easements or Dedications including, without limitation
reasonable attorneys' fees. Subject to the foregoing clauses
(A)  through  (D),  Landlord shall cooperate  with  Tenant's
efforts to enter into any Dedications or Easements.

     8.6.  WARRANTIES, GUARANTIES AND INDEMNITIES.  Landlord
assigns  to Tenant, without recourse or warranty whatsoever,
all  warranties,  guaranties  and  indemnities,  express  or
implied, and similar rights which Landlord may have  against
any  manufacturer, seller (other than the Seller  under  the
Purchase and Sale Agreement from whom Landlord acquired  the
Premises),  engineer, contractor or builder with respect  to
the  Premises, including, but not limited to, any rights and
remedies existing under contract or pursuant to the  Uniform
Commercial  Code  (collectively,  the  "guaranties").   Such
assignment shall remain in effect during the Term.  Landlord
hereby  agrees  to  execute and deliver at Tenant's  expense
such  further documents, including powers of attorney (which
shall  contain indemnity agreements from Tenant to  Landlord
which shall be in form reasonably satisfactory to Landlord),
as  Tenant  may reasonably request in order that Tenant  may
have  the  full  benefit  of  the assignment  of  guaranties
effected  or  intended to be effected by this  Section  8.6.
Upon  the  occurrence of a termination  of  this  Lease  the
guaranties shall automatically revert to Landlord.



              9. TENANT'S PROPERTY: LIEN WAIVER


     9.1.  TENANT'S PROPERTY. Landlord agrees that  all  (i)
furniture,  fixtures,  furnishings,  equipment  (other  than
floor  and wall coverings, fixtures and equipment which  are
"built-ins" or constitute an integral part of the  Building,
any  walk-in  cooler, heat, air conditioning and ventilation
systems, electrical, plumbing and mechanical systems, all of
which  are  owned  by  and  are the property  of  Landlord),
Kitchen   Equipment  (as  hereinafter  defined),  inventory,
merchandise,  goods,  chattels,  trade  fixtures,   signage,
appliances   display  cases,  supplies,  tools,   machinery,
security   systems,  computer  software  or  other  personal
property  of  Tenant (including, without  limitation,  trade
fixtures  in,  on, around or affixed to the Premises),  (ii)
furniture,   fixtures,  furnishings,  equipment,   supplies,
tools,   machinery,  security  systems,  computer  software,
signage  and  other  personal property  (including,  without
limitation, trade fixtures in, on, around or affixed to  the
Premises)  which  display the name, trade  name,  trademark,
service  mark, logo, insignia, slogan, emblem or  symbol  of
Applebee's International Inc.'s ("Franchisor") or of  Tenant
("Distinctive  Property"), and (iii) all licenses,  permits,
approvals and authorizations. if any, which are required  in
connection   with   the  operation  of  Tenant's   business,
including, without limitation, all liquor licenses,  at  any
time   located  on  the  Premises  (collectively,  "Tenant's
Property"), shall be and at all times remain the property of
Tenant regardless of whether the same (x) is affixed to  the
Improvements on the Land or the manner in which the same  is
affixed  (unless  permanently affixed) or  (y)  may  now  or
hereafter  be  regarded  as  a fixture  or  as  property  of
Landlord  by operation of law or otherwise, unless, however,
such  fixtures  and  equipment  cannot  be  removed  without
substantial  damage  to  any Improvements  which  cannot  be
easily repaired. As used herein the term "Kitchen Equipment"
shall  include, without limitation, kitchen fixtures (except
for  sanitary plumbing fixtures), counters, stainless  steel
equipment,  ranges, ovens, display cases  and  refrigeration
equipment (excluding the walk-in cooler). Tenant shall  have
the  right at any time and from time to time during the Term
and, subject to the provisions of Section 16.2 below, within
fifteen  (15) days after the end of the Term to  remove  any
Tenant's Property from the Premises.

     9.2.  WAIVER  OF  LANDLORD'S LIEN. Tenant  contemplates
financing from time to time some or all of Tenant's Property
with  a  lender or vendor ("TE Lender") who will  require  a
security  interest therein (those items of Tenant's Property
which  are subject to such security interest being  referred
to  collectively as "Financed Personality"). Landlord hereby
disclaims  and  waives  any and all  liens  or  right  which
Landlord  may  have  to  claim a lien against  the  Tenant's
Property  for nonpayment 9f Rent or otherwise and agrees  to
execute  and  deliver promptly upon request  a  waiver  with
respect thereto.

          10. ALTERATIONS: MAINTENANCE AND REPAIR

     10.1. Alterations.

          (a)  ALTERATIONS. For purposes of this Lease,  any
physical  improvement addition, enhancement or  change  with
respect to all or any portion of the Premises is referred to
as  an  "Alteration." Tenant or Franchisor  shall  have  the
right  at any time and from time to time during the Term  to
make  or  cause  to  be made any Alteration  in  or  to  the
Premises  (i) without Landlord's consent, if such Alteration
is  performed  in  order  to comply  with  any  of  Tenant's
agreements  with  Franchisor and such  Alteration  does  not
adversely  affect any structural component of  the  Building
and  (ii)  in  the case of any Alteration other  than  those
permitted  under  clause (i) above,  with  Landlord's  prior
consent,  which  consent shall not be unreasonably  withheld
provided  that  such Alteration does not  (A)  diminish  the
value  of  the Premises (including, by way of example  only,
but  without limitation, by diminishing the utility  of  the
Improvements  for  use as a restaurant  or  diminishing  the
useful  life  of the Improvements), except to a  de  minimis
extent, or (B) adversely affect any structural component  of
the  Building. Every Alteration shall be made in  accordance
with  all  applicable  laws,  legal  requirements  and   the
Permitted Encumbrances. If Tenant shall submit a request  to
Landlord  for  Landlord's approval of  an  Alteration  which
requires  Landlord's approval, Landlord  shall  (x)  approve
such  Alteration  proposed by Tenant within twenty-one  (21)
days of receiving Tenant's proposal and request for approval
or  (y)  disapprove  Tenant's proposal  in  writing  with  a
detailed  explanation  of its objections  within  twenty-one
(21)  days  of receiving Tenant's proposal and  request  for
approval.  If  Tenant  submits a proposal  to  Landlord  and
Landlord  disapproves  such proposal within  the  twenty-one
(21)  day  time  period, Tenant may submit another  proposal
with  modifications thereto made in response  to  Landlord's
objections and Landlord shall so approve or disapprove  same
within  seven  (7)  days after submission of  such  modified
proposal.  If  Landlord does not approve or  disapprove  any
proposal  or  modified proposal in writing with  a  detailed
explanation  of  its objections within the applicable  seven
(1)  or  twenty-one (21) day period, Tenant  may  submit  to
Landlord   a   reminder  notice,  which  shall  state   that
Landlord's  failure  to disapprove the  applicable  proposal
within  seven (7) days after receipt of such reminder notice
shall  be  deemed to constitute Landlord's approval thereof.
If  Landlord  does not disapprove such proposal or  modified
proposal   in   writing  with  a  detailed  explanation   of
Landlord's objections to Tenant's modifications within seven
(7) days after receipt of Tenant's reminder notice, Landlord
shall be deemed to have approved the Alterations proposed by
Tenant.

     (b)   In  connection  with  any  Alteration:  (i)   the
Alterations  to be made will be constructed using  materials
of  a  quality  and  workmanship at least  as  good  as  the
original  work; (ii) all such Alterations shall be performed
in  a  good  and workmanlike manner, and shall be  performed
diligently in a commercially reasonable time period  subject
to   force  majeure  in  compliance  with  all  laws,  legal
requirements  and  the terms of all Permitted  Encumbrances;
(iii)  all  work done in connection with any such Alteration
shall  comply in all material respects with all requirements
of  any  insurance policies in effect with  respect  to  the
Premises  (the "Insurance Requirements"); (iv) Tenant  shall
pay  when due all costs and expenses of any such Alteration,
and  shall  discharge all liens filed  against  any  of  the
Premises  arising out of the same; (v) Tenant shall  procure
and  pay for all permits and licenses required in connection
with any such Alteration; (vi) all such Alterations shall be
the  property of Landlord and shall be subject to this Lease
(except   for  any  Alteration  which  constitutes  Tenant's
Property); and (vii) all Alterations shall be made under the
supervision of an architect or engineer selected  by  Tenant
and  in accordance with plans and specifications which shall
be  submitted to Landlord prior .to the commencement of  the
Alterations, provided, however, Landlord shall have no right
to    approve   such   architect,   engineer,    plans    or
specifications,  except as expressly set  forth  in  Section
IO.I(a).


     10.2.  MAINTENANCE AND REPAIR. During the Term,  Tenant
at  its  sole cost and expense, agrees to make all necessary
repairs  and  replacements to the Improvements as  often  as
required to keep and maintain the Premises in good and  safe
condition and repair. Notwithstanding any provision  to  the
contrary, Tenant's obligations under this section shall  not
include making any repair or improvement necessitated by the
act  of  Landlord,  its agents, employees  or  servants.  If
Tenant  shall default in its obligations under this  Section
10.2, Landlord may, after thirty (30) days written notice to
Tenant  and  failure  by  Tenant to  perform  any  necessary
repairs  and  replacements to the Improvements  within  such
thirty (30) day period, enter the Premises to commence  such
repairs  or  replacement. All reasonable  sums  incurred  by
Landlord  in  connection with any such repair or replacement
shall  constitute Additional Rent payable  by  Tenant  under
this  Lease  and shall be paid by Tenant to Landlord  within
ten  (10) days of Tenant's receipt of a detailed invoice for
such charges.

            11. CONDEMNATION AND CASUALTY DAMAGE

     11.1.  SUBSTANTIAL TAKING. If all or substantially  all
of  the Premises is taken or appropriated for any public  or
quasi-public use or purpose by any lawful power or authority
by  the exercise of the right of eminent domain or by virtue
of  condemnation or other similar proceedings,  including  a
deed  given  in  lieu  thereof  ("Taking"),  other  than   a
temporary Taking for a period of one (1) year or less,  this
Lease  shall terminate as of the date possession is required
by  the  condemning authority and Rent and all other charges
and  costs payable hereunder shall be adjusted and  paid  to
the effective date of termination.

     11.2.  OTHER  TAKING. (a) If there shall be  a  Taking,
other  than a temporary Taking for a period of one (1)  year
or  less,  of  (i)  a portion of the Building,  (ii)  twenty
percent  (20%) or more of the parking area of the  Premises,
or  (iii)  any  material  part  of  a  driveway  or  roadway
necessary  for  access  to  the Premises,  and  in  Tenant's
reasonable  judgment such Taking under clauses  (i),(ii)  or
(iii),  would render the Premises (or the remainder thereof)
unsuitable  for  the  conduct of Tenant's  business,  Tenant
shall have the right to terminate this Lease as of the  date
possession is required by the condemning authority by giving
notice  to  that effect to Landlord within sixty  (60)  days
after  notice  to  Tenant  of the date  such  possession  is
required.  In  such  event, Rent and all other  charges  and
costs  payable hereunder shall be adjusted and paid  to  the
effective date of termination.

     (b)  If only a portion of the Premises is subject to  a
Taking  and Tenant is not entitled to or shall not  exercise
its  right  to  terminate  this Lease  pursuant  to  Section
11.2(a)  this Lease shall continue in full force and effect,
and there shall be no abatement or reduction of Rent payable
hereunder.  Tenant  shall  make  any  and  all  repairs  and
restorations to the remainder of the Premises to the  extent
necessary  to render the same a complete architectural  unit
suitable for Tenant's use.

     11.3.  COMPENSATION. (a) In the event that all  or  any
portion of the Premises is subject to a Taking, Landlord and
Tenant  shall  cooperate  to  maximize  the  amount  of  the
recovery from the condemning authority. If the recovery from
the  condemning authority is paid into a common fund or paid
only  to  Landlord,  such recovery  shall  be  allocated  as
follows  and in the following priority: (i) so  long  as  no
Event  of Default shall have occurred and be continuing,  to
Tenant  for  the  cost of any repairs required  pursuant  to
Section  11.2(b),  subject, however, to  the  provisions  of
Section  11.3(b)  hereof;  (ii) to  Landlord,  that  portion
allocable  to  Land which is taken; (iii) to Landlord,  that
portion  allocable to Improvements which are taken; (iv)  to
Tenant,  that  portion  allocable to  Tenant's  Property  or
Tenant's  relocation  and  moving  expenses;  and   (v)   to
Landlord,  the  balance. Notwithstanding the foregoing,  all
proceeds from a temporary Taking shall be (A) paid to Tenant
if  this Lease is not terminated and (B) equitably allocated
between Landlord and Tenant as of the date of termination if
this  Lease  is terminated. The provisions of  this  section
shall  survive  any  termination of this Lease  pursuant  to
Section 11.1 or 11.2(a).

     (b)  If  the proceeds from a Taking, and the  estimated
costs  of  repairs  to be performed by  Tenant  pursuant  to
Section  11.2(b),  exceeds $125,000.00, then  such  proceeds
shall be held by Landlord or Landlord's Lender, and Landlord
shall cause the proceeds to be paid out from time to time to
Tenant  as  the  work progresses, subject  to  each  of  the
following conditions:

          (i)  Each request for payment shall be made on not
     less  than  ten  (10) business days'  prior  notice  to
     Landlord,  and  shall be accompanied  by  an  officer's
     certificate stating (A) that no Event of Default exists
     under  this  Lease  and (B) that the sum  requested  is
     validly  required to reimburse Tenant for  payments  by
     Tenant  to complete the repair work, or is validly  due
     to   the   contractor,   subcontractors,   materialmen,
     laborers,   engineers,  architects  or  other   persons
     rendering services or materials for the work (giving  a
     brief  description of such services and materials).  At
     the  time  of  disbursement, no Event of Default  shall
     have occurred and be continuing.
          (ii) Each request for payment shall be accompanied
     by  waivers of lien reasonably satisfactory to Landlord
     covering  that  part of the work for which  payment  or
     reimbursement has been made as of the date shown on the
     current request.

          (iii)  Landlord shall release to Tenant the amount
     requested by Tenant, subject to the amount retained  by
     Landlord  in  accordance with  subsection  (iv)  below,
     within  ten (10) business days of Tenant's satisfaction
     of  the  items  set forth in subsection  (i)  and  (ii)
     above.  Disbursements shall be made not more frequently
     than once every thirty (30) days.

          (iv)  Except  and  to the extent  that  Tenant  is
     already  retaining a like amount from its  contractors,
     Landlord  (or Landlord Lender) may retain  10%  of  the
     proceeds as retainage until the repairs and restoration
     are substantially complete.

          (v)  Proceeds held by Landlord in accordance  with
     this  Section  shall  be held in  an  interest  bearing
     account and any interest earned on the proceed shall be
     a  part  of  the  proceeds, and shall be  disbursed  in
     accordance  with  this Lease Landlord  shall  take  any
     interest   earned   into  account   for   purposes   of
     determining its federal income tax liability,  if  any,
     and shall pay any income taxes thereon.



          11.4. CASUALTY DAMAGE.

     (a)  If  the  Improvements or any portion  thereof  are
damaged or destroyed by fire or other casualty ("Casualty"),
and  this  Lease  is not terminated pursuant  to  subsection
11.4(b) below, Tenant shall, promptly and diligently  repair
such  damage  and  restore  the Improvements  as  nearly  as
possible  to  the  condition  which  existed  prior  to  the
occurrence of such Casualty or to any comparable or improved
condition  consistent  with Tenant's or  Franchisor's  then-
current  store  design and this Lease shall remain  in  full
force  and  effect.  Tenant  promptly  shall  commence   and
diligently pursue to completion the repair, restoration  and
replacement  of  the damaged or destroyed Improvements,  due
allowance  being  made for time needed  to  obtain  permits,
adjust insurance and for delay on account of events of force
majeure.  Such repair, restoration and replacement shall  be
performed  in  accordance with all  applicable  laws,  legal
requirements  and Permitted Encumbrances.  Tenant  shall  be
responsible  for the repair or replacement of  any  Tenant's
Property damaged by such Casualty. As used in this Lease the
word  "destroyed" shall mean completely destroyed above  the
foundation,  or  so  substantially  damaged  as  to  require
demolition  to  the  foundation, or such other  severity  of
damage  as  may  be  established or  imposed  by  applicable
governmental  law  or ordinance which,  if  suffered,  would
constitute  total  destruction or require demolition  before
repair or reconstruction may commence.

     (b)  If  the  Improvements or any  portion  thereof  is
damaged or destroyed (i) during the last two (2) Lease Years
of  the Term (or the Term as then extended) to the extent of
twenty-five  percent (25%) or more of the replacement  value
thereof  (exclusive of the foundation) immediately prior  to
such  Casualty;  or (ii) by a cause or peril  which  is  not
covered  by  the property insurance required to  be  carried
pursuant  to Section 12.1 (b) (excluding any cause or  peril
arising  from  any  act of Tenant or  any  of  its  members,
managers,   officers,  directors,  employees,   contractors,
agents,  representatives, subtenants or assignees) or  other
insurance  which is then customarily being carried  by  a  .
commercially  reasonable  prudent  operator  of  a  facility
similar to the Premises; then Tenant shall have the right to
terminate  this  Lease  by  giving  notice  to  that  effect
("Termination Notice") to Landlord within one hundred twenty
(120)  days after the occurrence of the Casualty,  in  which
event  termination shall be effective as of the  date  of  .
such Casualty if the Building is destroyed and otherwise  as
of  the  date  Tenant  vacates the Premises  following  such
Casualty.

     (c)  If  this  Lease  is terminated  pursuant  to  this
Section  11.4, Rent and all other charges and costs  payable
hereunder  shall be adjusted and paid to the effective  date
of  termination,  and  all proceeds of  any  insurance  with
respect  to  the  Premises (exclusive of Tenant's  Property,
which shall be paid to Tenant) shall be paid to Landlord.


                        12. INSURANCE

     12.1.  BY TENANT. Tenant, at its sole cost and expense,
shall  obtain  and  maintain (or cause to  be  obtained  and
maintained,  as  the  case may be) the  following  insurance
during the Term:

          (a)  Commercial general public liability insurance
     with  limits of not less than Five Million  and  No/100
     Dollars ($5,000,000.00) per occurrence.

          (b)   All-risk  property  insurance  covering  all
     Improvements   constituting  part  of   the   Premises,
     including  the  Building,  all  Alterations  and  other
     improvements  (excluding  Tenant's  Property),  in   an
     amount not less than one hundred percent (100%) of  the
     replacement  cost thereof, including (i)  ordinance  or
     law coverage including any amounts necessary to replace
     the  undamaged portion of the Building, to  cover  cost
     increases  arising  from changes in building  codes  or
     other  ordinances or laws and to cover costs of  debris
     removal, and (ii) boiler and machinery coverage;

          (c)  Property insurance covering Tenant's Property
     in such amounts as Tenant deems necessary or desirable;

          (d)  A liquor liability policy with limits of  not
     less    than   Five   Million   and   No/100    Dollars
     ($5,000,000.00)  per occurrence and  Five  Million  and
     No/100 Dollars ($5,000,000.00) in the aggregate;

          (e) Workers' compensation and employer's liability
     insurance as required by applicable law;

          (f)   Insurance  against  loss  or   damage   from
     explosion  of any steam or pressure boilers or  similar
     apparatus  located in or about the Improvements  in  an
     amount not less than the actual replacement cost of the
     Improvements   and   equipment   located   within   the
     Improvements;

          (g)  If any portion of the improvements is located
     in   an   area  designated  by  the  Federal  Emergency
     Management Association as having special flood and  mud
     slide hazards, flood insurance in the maximum available
     amount; and

          (h)  Loss  of rent insurance in amounts sufficient
     to  compensate  Landlord for all Base Rent,  Additional
     Rent  and other amounts payable hereunder for a  period
     of not less than twelve (12) months, the amount of such
     coverage  to be adjusted annually to reflect  the  Base
     Rent,  Additional Rent and other amounts payable during
     the succeeding twelve (12) month period.


     12.2. GENERAL REQUIREMENTS. All insurance (and renewals
thereof)  required  by  this  Article  shall  be  issued  by
responsible insurance carriers authorized to do business  in
the  State  in  which the Premises is located and  having  a
claims  paying  ability rating of not  less  than  "A-.'  by
Standard & Poor's Rating Services, a division of The McGraw-
Hill  Companies, Inc. Each policy (and any renewal  thereof)
shall  expressly provide that it shall not be  cancelled  or
changed  without  at least thirty (30) days'  prior  written
notice  to  all  parties  insured  or  named  therein.   The
insurance  described  in Sections 12.1  (a)  and  (d)  shall
include Landlord and Landlord's Lender if any, as additional
insureds. The insurance provided under Sections 12.1 (b) (f)
and  (g) shall name Landlord each Landlord Lender as a  loss
payee  with respect to any losses, and any proceeds paid  to
Landlord  thereunder shall be held and disbursed by Landlord
on the same terms as those set forth in Section 11.3 (except
that  proceeds  from losses of less than $125,000  shall  be
paid  to  Tenant  provided  that no  Event  of  Default  has
occurred  and  is continuing). In the event  of  any  Tenant
financing,  the interest of Landlord and Landlord's  Lender,
if  any,  under the property insurance described in Sections
12.1(b) (f) and (g) shall be senior to the interest  of  any
Tenant  Lender.   All  of  the insurance  required  by  this
Article  shall  be  primary  and  noncontributing  with  any
insurance which may be carried by the Landlord, shall afford
coverage for all claims based on any act, omission, event or
condition  which occurs or arises during the policy  period,
and may be obtained by endorsement on blanket policy(ies) of
insurance  carried and maintained by Tenant.  Upon  issuance
and each renewal thereof, Tenant shall deliver to Landlord a
certificate thereof and reasonable evidence of paid premium,
failing  which Landlord shall have the right  from  time  to
time  after no less than ten (10) days' notice (except  that
if  any insurance required under Section 12.1 has lapsed, no
prior  notice  shall be necessary) to effect such  insurance
for  no  more  than  one (1) year and all premiums  paid  by
Landlord shall be reimbursed by Tenant upon written  demand.
The  amount  of  insurance  coverage  required  in  Sections
12.1(a) and (d) above each shall be subject to increase from
time  to time (but not more frequently than once every  five
(5)  years)  and upon not less than ninety (90)  days  prior
notice  therefor from Landlord to Tenant; provided that  (y)
such  additional coverage is comparable and  not  more  than
that commonly carried by owners of similar properties in the
metropolitan  vicinity  of  the  Premises,  and   (z)   such
additional  coverage is available at commercially reasonable
rates.  Landlord  shall have no interest  in  any  insurance
proceeds  Tenant receives for Tenant's Property and Landlord
shall  sign all documents which are necessary or appropriate
in  connection with the settlement of any claim or  loss  by
Tenant with respect to Tenant's Property.

     12.3.  MUTUAL WAIVER OF SUBROGATION. Tenant  agrees  to
have  all  policies of fire and extended coverage  insurance
now   or  hereafter  carried  by  it  with  respect  to  the
Improvements   endorsed  with  a  clause  substantially   as
follows: "This insurance shall not be invalidated should the
insured  waive in writing prior to a loss any or all  rights
of  recovery  against any party for loss  occurring  to  the
property described herein." The obligation to obtain such an
endorsement shall be subject to the availability thereof  at
commercially  reasonable rates. Landlord and  Tenant  hereby
waive  all claims for recovery from each other for any  loss
or  damage to it or any of its property insured under  valid
and  collectible  insurance policies to the  extent  of  the
proceeds collected under such insurance policies.

                13. ASSIGNMENT AND SUBLETTING

     13.1.  CONSENT REQUIRED. Except as provided in  Section
13.2  below  and  Tenant financing pursuant  to  Article  20
below,  Tenant shall not sell, encumber, assign or  transfer
this  Lease  or any interest herein, nor sublet all  or  any
part  of  the Premises without the prior written consent  of
Landlord   which   shall   not  be  unreasonably   withheld,
conditioned or delayed so long as such proposed assignee  or
subtenant is a capable operator of a restaurant facility and
has a financial condition and creditworthiness sufficient to
meet  the financial obligations of Tenant under this  Lease.
With  respect  to  an  assignment or  subletting  for  which
Landlord's  consent  is  required the  following  provisions
shall apply:

          (i)  there shall be submitted to Landlord  current
     financial  information  and information  regarding  the
     business   reputation  and  experience  regarding   the
     proposed assignee/sublessee

          (ii) the business reputation and experience of the
     proposed  assignee or sublessee (or the  principals  or
     owners   thereof)   shall  meet  or  exceed   generally
     acceptable commercial standards for like properties;

          (iii)  in  the case of an assignment, the proposed
     assignee shall agree in writing to assume and abide  by
     all  terms and provisions of this Lease from and  after
     the date of such assignment; and

          (iv)  no Event of Default shall have occurred  and
     be continuing.

     Landlord  agrees  to respond within  twenty  (20)  days
after  receipt  of Tenant's written request  for  Landlord's
consent  (together with the information specified above  and
other  information reasonably requested by  Landlord)  to  a
proposed  assignment  or  sublet  and  submission   of   the
financial  information  and business qualifications  of  the
proposed assignee/sublessee pursuant to clauses (i) and (ii)
above.  Any  disapproval shall be explained in  writing.  If
Landlord fails to respond or explain its disapproval by  the
expiration of said twenty (20) day period, Tenant  may  give
to  Landlord  a  reminder  notice  stating  that  Landlord's
failure  to  respond within ten (10) days after  receipt  of
such   reminder   notice  shall  be  deemed  to   constitute
Landlord's approval of the transaction in question,  and  if
Landlord  shall  fail to respond or explain its  disapproval
within  ten (10) days after receipt of such reminder notice,
the  transaction which is the subject of Tenant's notice  to
Landlord  shall be deemed approved. Consent by  Landlord  to
any  assignment or subletting shall not waive the  necessity
for  consent to any subsequent assignment or subletting  for
which Landlord's consent is required by this section.

     13.2.  PERMITTED TRANSFER. Tenant shall have the right,
without any cost, fee or payment to Landlord (other than  as
set  forth in Section 13.4 below), to sublet any portion  of
the  Premises,  or  to transfer and assign  Tenant's  right,
title  and interest in this Lease, without Landlord's  prior
written  consent, to the following persons and  entities  in
the following events (each, a "Permitted Transfer"): (i)  to
Franchisor;   (ii)   to  another  licensed   franchisee   of
Franchisor;  (iii)  to  a parent, subsidiary,  affiliate  or
division  of  Tenant, Apple American Group  LLC  ("AAG")  or
their  respective investors; (iv) to any entity (other  than
an  entity described in subpart (iii) of this Section  13.2)
that acquires, by merger, consolidation or otherwise, all or
substantially all of the membership interests in and control
of,  Tenant or AAG (provided that no Event of Default  shall
have  occurred  and  be continuing); or (v)  to  any  entity
(other  than  an entity described in subpart (iii)  of  this
Section  13.2)  that  acquires all or substantially  all  of
Tenant's  assets  (excluding the  Distinctive  Property)  or
AAG's  assets (provided that no Event of Default shall  have
occurred  and be continuing). A direct or indirect  transfer
of  all  or any interest in AAG shall not be deemed a  sale,
encumbrance,  assignment or transfer of this  Lease  or  any
interest herein. A direct or indirect transfer by AAG of all
or  any  interest  in Tenant shall not  be  deemed  a  sale,
encumbrance,  assignment or transfer of this  Lease  or  any
interest therein; provided, that the transferee is  a  party
to  whom,  if  the  lessee's interest  in  this  Lease  were
transferred to such party, such transfer would constitute  a
Permitted  Transfer.  For  purposes  of  this  Section  13.2
references to Tenant, Franchisor and AAG shall be deemed  to
include their respective successors and assigns.

     13.3.  GENERAL PROVISIONS. In the case of any  sublease
or assignment of this Lease, Tenant shall submit an executed
copy  of  the sublease or assignment instrument to Landlord.
Notwithstanding  anything  to  the  contrary  which  may  be
provided in this Lease, (a) the Tenant making any assignment
or  sublease shall not be released from any liability  under
this  Lease  as a result of any assignment or sublease  made
pursuant to Section 13.1 or Section 13.2(iii), and  (b)  the
Tenant assigning all of its right, title and interest  under
this  Lease  (and  any  predecessor  Tenant  that  has   not
theretofore been released) shall be released from all future
liability under this Lease in connection with any assignment
of  all of such assigning Tenant's right, title and interest
in  this Lease described in subsections (i), (ii), (iv)  and
(v)  of Section 13.2, provided that (i) the assignee  of  an
assignment  or transfer described in subsections (i),  (ii),
and  (v) of Section 13.2 assumes all obligations under  this
Lease pursuant to an assignment and assumption agreement  in
the form attached as Schedule 1 to the Guaranty attached  as
Exhibit  D  hereto,  and  (ii)  if  the  Tenant  making  the
assignment  is  not  the originally named Tenant  hereunder,
such  assigning Tenant (and any predecessor Tenant that  has
not  theretofore been released) shall not be released in the
case of an assignment or transfer of such assigning Tenant's
right,  title and interest in this Lease to (X)  any  entity
that acquires, by merger, consolidation or otherwise, all or
substantially all of the membership interests in and control
of,  such  assigning Tenant pursuant to subsection  (iv)  of
Section 13.2 above, or (Y) any entity that acquires  all  or
substantially all of such assigning Tenant's assets pursuant
to subsection (v) of Section 13.2 above, unless the assignee
or transferor will directly or indirectly hold, after giving
effect  to such assignment or transfer, all or substantially
all  of the assets of the originally named Tenant hereunder.
Landlord  shall  not  be entitled to  any  consideration  in
connection  with any assignment or sublet. Unless  expressly
released pursuant to the provisions of this Section 13.3,  a
Tenant  which  assigns subleases or otherwise transfers  its
interest  in  this Lease or the Premises shall remain  fully
liable for all of the obligations, duties and liabilities of
the  Tenant  under this Lease following any such assignment,
sublease or other transfer.

     13.4. COSTS AND FEES. Tenant shall not be obligated  to
reimburse Landlord for any cost, fee or payment incurred  by
Landlord  or  Landlord's  Lender  in  connection  with   any
requests for approval of an assignment of this Lease or  any
sublease  of  the Premises other than reasonable  costs  and
expenses   incurred   by  Landlord   and   Landlord   Lender
(including,  without limitation. reasonable attorneys'  fees
and disbursements).

                     14. INDEMNIFICATION



     14.1. INDEMNIFICATION OF LANDLORD.

          (i)   TENANT   AGREES  TO  DEFEND,  PAY,   PROTECT
     INDEMNIFY,   SAVE  AND  HOLD  HARMLESS   LANDLORD   AND
     LANDLORD'S  INDEMNITEES (AS DEFINED IN  SECTION  5.2(B)
     ABOVE FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES,
     DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING, WITHOUT
     LIMITATION    REASONABLE    ATTORNEYS'     FEES     AND
     DISBURSEMENTS),  CAUSES  OF  ACTION,   SUITS,   CLAIMS,
     DEMANDS   OR   JUDGMENTS  OF  ANY  NATURE   WHATSOEVER,
     HOWSOEVER CAUSED, ARISING OR ALLEGED TO ARISE FROM  THE
     PREMISES  OR  THE  USE, NON-USE, OCCUPANCY,  CONDITION,
     CONSTRUCTION, MAINTENANCE, REPAIR OR REBUILDING OF  THE
     PREMISES,  ANY  BREACH OF THIS LEASE  ON  THE  PART  OF
     TENANT  OR LANDLORD'S ENFORCEMENT OF THE PROVISIONS  OF
     THIS LEASE, AND ANY INJURY TO OR DEATH OF ANY PERSON OR
     PERSONS OR ANY LOSS OF OR DAMAGE TO ANY PROPERTY,  REAL
     OR PERSONAL, IN ANY MANNER ARISING THEREFROM, CONNECTED
     THEREWITH   OR  OCCURRING  THEREON,  AND  ANY   CLAIMS,
     DEMANDS, CAUSES OF ACTION, SUITS OR JUDGMENTS BY  THIRD
     PARTIES RESULTING FROM VIOLATIONS OR ALLEGED VIOLATIONS
     BY  TENANT  OR ANY SUBTENANT OF ANY PROVISION  OF  THIS
     LEASE,  ANY  LEGAL  REQUIREMENT,  ANY  OTHER  LEASE  OR
     AGREEMENT  RELATING  TO  THE  PREMISES,  OR  ANY  OTHER
     CONTRACT  OR AGREEMENT TO WHICH TENANT OR ANY SUBTENANT
     IS  A  PARTY,  WHETHER  OR NOT LANDLORD  OR  LANDLORD'S
     LENDER  HAS OR SHOULD HAVE KNOWLEDGE OR NOTICE  OF  THE
     DEFECT  OR  CONDITIONS, IF ANY, CAUSING OR CONTRIBUTING
     TO   SAID   INJURY,  DEATH,  LOSS,  DAMAGE,  LIABILITY,
     PENALTY, COST, EXPENSE, CAUSE OF ACTION, SUIT,  DEMAND,
     JUDGMENT OR OTHER CLAIM; EXCEPT TO THE EXTENT THAT  ANY
     SUCH  LIABILITY, LOSS, DAMAGE, PENALTY , COST, EXPENSE,
     CAUSE OF ACTION, SUIT, CLAIM, DEMAND OR JUDGMENT IS THE
     RESULT  OF  THE  WILLFUL MISCONDUCT  OR  NEGLIGENCE  OF
     LANDLORD OR ANY LANDLORD INDEMNITEE. IN CASE ANY ACTION
     OR  PROCEEDING  IS  BROUGHT  AGAINST  LANDLORD  OR  ANY
     LANDLORD'S  INDEMNITEE  BY REASON  OF  ANY  SUCH  CLAIM
     AGAINST  WHICH  TENANT  HAS  AGREED  TO  DEFEND,   PAY,
     PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS PURSUANT  TO
     THE  PRECEDING SENTENCE, TENANT COVENANTS  UPON  NOTICE
     FROM  LANDLORD OR ANY LANDLORD'S INDEMNITEE  TO  RESIST
     SUCH  ACTION  OR  PROCEEDING AND  DEFEND  LANDLORD  AND
     LANDLORD'S  INDEMNITEE  IN SUCH ACTION  OR  PROCEEDING,
     WITH  THE EXPENSES OF SUCH DEFENSE PAID BY TENANT,  AND
     LANDLORD  WILL COOPERATE AND ASSIST IN THE  DEFENSE  OF
     SUCH ACTION OR PROCEEDING IF REASONABLY REQUESTED SO TO
     DO BY TENANT.


          (ii)  The obligations of Tenant under this Section

     14.1  shall  survive the termination or  expiration  of

     this Lease.



     14.2. INDEMNIFICATION OF TENANT. (i) LANDLORD AGREES TO
DEFEND,  PAY,  PROTECT, INDEMNIFY, SAVE  AND  HOLD  HARMLESS
TENANT, ANY TENANT LENDER, AND THEIR RESPECTIVE MEMBERS  AND
ITS   AND  THEIR  RESPECTIVE  MEMBERS,  MANAGERS,  OFFICERS,
EMPLOYEES.  DIRECTORS,  SHAREHOLDERS  AND  AGENTS   ("TENANT
INDEMNITEES")  FROM  AND  AGAINST ANY  AND  ALL  LIABILITIES
LOSSES,  DAMAGES,  PENALTIES,  COSTS,  EXPENSES  (INCLUDING,
WITHOUT   LIMITATION,   REASONABLE  ATTORNEYS'   FEES,   AND
DISBURSEMENTS), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS  OR
JUDGMENTS  OF  ANY  NATURE  WHATSOEVER,  HOWSOEVER   CAUSED,
ARISING OR ALLEGED TO ARISE FROM ANY BREACH OF THIS LEASE ON
THE  PART  OF  THE LANDLORD OR TENANT'S ENFORCEMENT  OF  THE
PROVISIONS OF THIS LEASE, AND ANY INJURY TO OR DEATH OF  ANY
PERSON  OR PERSONS OR ANY LOSS OF OR DAMAGE TO ANY PROPERTY,
REAL  OR  PERSONAL, IN ANY MANNER ARISING FROM OR  CONNECTED
WITH LANDLORD'S BREACH OF THIS LEASE OR TENANT'S ENFORCEMENT
OF THE PROVISIONS OF THIS LEASE OR OCCURRING ON THE PREMISES
TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE
OF  LANDLORD OR ANY LANDLORD INDEMNITEE. IN CASE ANY  ACTION
OR   PROCEEDING  IS  BROUGHT  AGAINST  TENANT,  OR  TENANT'S
INDEMNITEE  BY  REASON  OF  ANY  SUCH  CLAIM  AGAINST  WHICH
LANDLORD HAS AGREED TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE
AND  HOLD  HARMLESS  PURSUANT  TO  THE  PRECEDING  SENTENCE,
LANDLORD  COVENANTS  UPON  NOTICE FROM  TENANT  OR  TENANT'S
INDEMNITEE  TO RESIST SUCH ACTION OR PROCEEDING  AND  DEFEND
TENANT AND TENANT'S INDEMNITEE IN SUCH ACTION OR PROCEEDING,
WITH  THE  EXPENSES OF SUCH DEFENSE PAID  BY  LANDLORD,  AND
TENANT  WILL  COOPERATE AND ASSIST IN THE  DEFENSE  OF  SUCH
ACTION  OR PROCEEDING IF REASONABLY REQUESTED SO  TO  DO  BY
LANDLORD.

          (ii)   The  obligations  of  Landlord  under  this
     Section   14.2   shall  survive  the   termination   or
     expiration of this Lease.

                    15. DEFAULT: REMEDIES

     15.1.  DEFAULT  BY TENANT. Each of the following  shall
constitute an Event of Default (herein so called) by  Tenant
under this Lease:

          (i)  Tenant fails to pay any installment  of  Base
     Rent  in  full  under this Lease within five  (5)  days
     after  notice from Landlord that such payment  was  not
     received when due;

          (ii)  Tenant  fails  to  pay  any  installment  of
     Additional  Rent  in full under this Lease  within  ten
     (10)  days after notice from Landlord that such payment
     was not received when due;


          (iii) Tenant fails to observe or perform any other
     provision  of  this Lease required to  be  observed  or
     performed  by  Tenant and does not  cure  such  failure
     within  thirty  (30)  days after  notice  thereof  from
     Landlord; provided that if such default is not  capable
     of  being  cured  within thirty (30)  days  and  Tenant
     promptly  commences  such cure, said  thirty  (30)  day
     period  shall be extended so long as Tenant  diligently
     and continuously pursues such cure;

          (iv)   Tenant   or  any  guarantor   of   Tenant's
     obligations  under this Lease (a "Guarantor")  makes  a
     general assignment for the benefit of creditors;

          (v)  A  receiver  or  trustee  of  Tenant  or  any
     Guarantor   or  any  of  their  respective  assets   is
     appointed  by entry of an order by a court of competent
     jurisdiction and the same is not vacated, discharged or
     dismissed within sixty (60) days thereafter;

          (vi)  A petition for relief is filed by Tenant  or
     any  Guarantor  under any bankruptcy or insolvency  law
     seeking  a plan of reorganization or arrangement  under
     any law relating to bankruptcy, or any such petition is
     filed  against Tenant or any Guarantor and same is  not
     dismissed, discharged or vacated within sixty (60) days
     thereafter;

          (vii)  The  interest of Tenant in the Premises  is
     sold under execution or other legal process;

          (viii)  Tenant  fails  to maintain  any  insurance
     required  under Section 12.1 of this Lease within  five
     (5) days after notice from Landlord of such failure; or

          (ix)  Tenant  assigns this Lease or subleases  any
     portion of the Premises in violation of Section  13  of
     this Lease.

15.2. LANDLORD'S REMEDIES.

     (a)  Upon  the occurrence of an Event of Default  under
Section  15.1, Landlord shall have the following rights  and
remedies,  subject  to  the rights of Franchisor  or  Tenant
Lender  under  the  provisions of Section 15.3  and  Section
20.2:

          (i) To terminate this Lease and Tenant's right  of
     possession  of  the Premises by giving notice  of  such
     election  to  Tenant, in which event (A)  Tenant  shall
     immediately  surrender possession thereof to  Landlord,
     failing which Landlord may re-enter and take possession
     of  the  Premises and expel or remove  Tenant  and  any
     other occupant(s) thereof in accordance with applicable
     law  ("Reentry"), and (B) Tenant shall have no  further
     claim thereon or hereunder;

          (ii) To terminate Tenant's right of possession  of
     the  Premises without terminating this Lease by  giving
     notice  of such election to Tenant, in which event  (A)
     Tenant  shall immediately surrender possession  thereof
     to  Landlord,  failing which Landlord may exercise  the
     right of Reentry, and (B) Landlord shall have the right
     to occupy the Premises for and on account of Tenant and
     to  collect any unpaid rentals and other charges  which
     have or may thereafter become due and payable;


          (iii)  To exercise the rights described in  clause
     (ii) above and thereafter elect to terminate this Lease
     and  all  of  Tenant's rights in or to the Premises  by
     giving notice of such election to Tenant; or

          (iv) To exercise any other right or remedy now  or
     hereafter existing by law or in equity.

     (b)  If Landlord reenters the Premises under subsection
(a)(ii)  above,  such  reentry or any  action,  in  unlawful
detainer  or otherwise, to obtain possession of the Premises
shall  not  be  deemed  to  be an election  by  Landlord  to
terminate this Lease, or Tenant's liability to pay  rent  or
other charges thereafter accruing, or Tenant's liability for
damages under any provisions hereof, unless Landlord  elects
to  terminate  this Lease by written notice to  that  effect
given  to  Tenant.  Tenant covenants  that  the  service  by
Landlord  of  any  notice pursuant to the unlawful  detainer
statutes  of the State in which the Premises is located  and
the  surrender of possession pursuant to such  notice  shall
not  be  deemed  to be a. termination of this Lease,  unless
Landlord  elects to the contrary by written notice  to  that
effect  given to Tenant at the time of or after the  service
of  any such statutory notice. If Landlord reenters or takes
possession of the Premises as aforesaid, Landlord shall have
the   right,  subject  to  the  provisions  of  this  Lease,
including  without  limitation, the  provisions  of  Section
16.2,  to  remove therefrom all or any part of the  personal
property  located therein and may dispose of  or  place  the
same  in  storage at a public warehouse at the  expense  and
risk  of Tenant; provided, however, that Landlord shall  not
be  obligated to remove and/or dispose of any such  personal
property.

     (c)  If  Landlord elects to reenter the Premises  under
subsection  (a)(ii)  above  and  takes  possession  of   the
Premises, Landlord may, but except to the extent required by
applicable  law or court order, shall not be  obligated  to,
relet  the  Premises for a term, rate and  upon  such  other
provisions  as  Landlord deems appropriate. If  Landlord  so
reenters and takes possession of the Premises, Landlord  may
decorate,  repair  and  alter the  Premises  to  the  extent
Landlord  deems appropriate for purposes of such  reletting.
If  Landlord is unable to so relet the Premises, then Tenant
shall pay to Landlord monthly on the first day of each month
during  the  period  that Tenant's right  to  possession  is
terminated, a sum equal to the Rent due under this Lease for
that  month. If the Premises are relet, Landlord shall apply
the  rents therefrom first to payment of Landlord's expenses
incurred  by reason of Tenant's default, second, to  payment
of  Landlord's  expenses  of  reletting,  including  without
limitation,  brokerage fees and reasonable attorneys'  fees,
and  third,  to payment of Rent due from Tenant  under  this
Lease. All sums expended and concessions granted to any  new
tenant shall be amortized on a straight -line basis over the
term  of  the  ne'vY  lease and Tenant's liability  therefor
shall  be  limited  to  that  portion  attributable  to  the
unexpired term of this Lease. If the sums received from such
reletting  are insufficient to satisfy the payment  of  Rent
due from Tenant under this Lease for any month, Tenant shall
remain liable for the deficiency. If the sums received  from
such reletting exceed the Rent otherwise due from Tenant for
any  month, Tenant shall have no rights thereto except  that
such   excess   amounts  shall  be  applied   against   Rent
subsequently  due  under this Lease. No  such  reletting  by
Landlord  shall  be considered to be (A) for Landlord's  own
account unless and until Landlord notifies Tenant that  this
Lease has been terminated, and (B) an acceptance of Tenant's
surrender  of  the  Premises unless and  until  Landlord  so
notifies Tenant

     (d)  In  the event of any termination of this Lease  or
repossession of any of the Premises after the occurrence  of
an Event of Default, Tenant shall pay to Landlord Base Rent,
Additional  Rent and all other sums required to be  paid  by
Tenant  to  and  including the date of such  termination  or
repossession and, thereafter, Tenant shall, until the end of
what  would  have  been  the Term in  the  absence  of  such
termination or repossession, and whether or not any  of  the
Premises  shall have been relet, be liable to  Landlord  for
and  shall pay to Landlord as liquidated and agreed  current
damages:  (i) Base Rent, Additional Rent and all other  sums
which  would  be payable under this Lease by Tenant  in  the
absence  of such termination or repossession, less (ii)  the
net  proceeds, if any, of any reletting pursuant to  Section
15.2(c),   after  deducting  from  such  proceeds   all   of
Landlord's  reasonable expenses in connection with  such  re
letting   (including  without  limitation,  all   reasonable
repossession costs,. brokerage commissions, legal  expenses,
attorneys'  fees,  costs  of  Alteration  and  expenses   of
preparation for reletting). Tenant hereby agrees to  be  and
remain  liable  for  all  sums aforesaid  and  Landlord  may
recover  such damages from Tenant and institute and maintain
successive  actions or legal proceedings against Tenant  for
the recovery of such damages. Nothing herein contained shall
be  deemed to require Landlord to wait to begin such  action
or  other  legal proceedings until the date  when  the  Term
would have expired had there been no such Event of Default.

     (e)  At  any time after such termination of this  Lease
pursuant  to Section 15.2(a)(i) or pursuant to law,  whether
or  not  Landlord  shall have recovered  any  amounts  under
Section  15.2(c) or 15.2(d), Landlord, at its option,  shall
be  entitled to recover from Tenant and Tenant shall pay  to
Landlord, on demand, as and for liquidated and agreed  final
damages  for Tenant's default, (i) the amount by  which  the
Base Rent and all Additional Rent reserved hereunder for the
unexpired portion of the Term demised herein as if the Lease
had not expired or been terminated exceeds the then fair and
reasonable rental value of the Premises for the same period,
discounted to present worth at the prime rate (as defined in
Section   24.6),   minus   any  such  monthly   deficiencies
previously recovered from Tenant for such unexpired  portion
of  the Term demised herein under Section 15.2(c), plus (ii)
all  reasonable  legal  fees and other  costs  and  expenses
incurred  by Landlord as a result of Tenant's default  under
this  Lease  and  the  exercise of any rights  and  remedies
hereunder.

     (f)  If  any  statute  or  rule  of  law  governing   a
proceeding  in which such liquidated final damages  provided
for  in Section 15.2(e) are to be proved shall validly limit
the  amount thereof to an amount less than the amount  above
agreed  upon,  Landlord  shall be entitled  to  the  maximum
amount allowable under such statute or rule of law.

     (g)  Mention  in  this Lease of any  particular  remedy
shall not preclude Landlord from any other remedy at law  or
in  equity. No right or remedy conferred upon or reserved to
Landlord  in this Lease is intended to be exclusive  of  any
other  right or remedy; and each and every right and  remedy
shall  be  cumulative and in addition to any other right  or
remedy  contained  in  this Lease. No delay  or  failure  by
Landlord  or Tenant to enforce its rights under  this  Lease
shall   be   construed   as   a  waiver,   modification   or
relinquishment  thereof.  Tenant  waives   any   rights   of
redemption  granted  by any laws if  Tenant  is  evicted  or
dispossessed,  or  if  Landlord obtains  possession  of  the
Premises by reason of the violation by Tenant of any of  the
terms of this Lease.

15.3. FRANCHISOR RIGHTS.

     (a)  Landlord  agrees to send a copy of any  notice  of
default  required or permitted to be given to  Tenant  under
this  Lease simultaneously to Franchisor at the last address
for  Franchisor  furnished  to  Landlord  by  Franchisor  in
writing;  provided,  that the failure to  send  such  notice
shall not limit Tenant's default or Landlord's remedies with
respect thereto, or make Landlord liable for any damages. If
Franchisor  has  received  timely notice  of  such  default,
provided,  that  the failure to send such notice  shall  not
limit  Tenant's default or Landlord's remedies with  respect
thereto  or  impose  any liability upon Landlord  therefor),
Landlord agrees and consents to the curing of any default of
Tenant  hereunder by Franchisor, provided that such cure  is
made by Franchisor within the time set forth in Section 15.l
for  Tenant's  cure provided that Franchisor shall  have  an
additional  fifteen  (15)  days  to  cure  a  default  under
Sections  15.1 (i) and (ii), so long as Franchisor  notifies
Landlord within the cure periods set forth in such. Sections
that  Franchisor  will  cure such defaults).  If  Franchisor
elects  to  cure  any  Tenant default hereunder,  Franchisor
shall  give  notice  to that effect to Landlord  and  Tenant
simultaneously with such cure.

     (b)  Notwithstanding  anything to the  contrary  stated
herein,  if an Event of Default has occurred (including  the
expiration  of any applicable cure period), Landlord  agrees
to  give notice thereof to Franchisor ("Termination Notice")
and  Landlord  will  not terminate the Lease  (as  permitted
hereunder) on account of such Event of Default for a  period
of thirty (30) days, during which time Franchisor shall have
the  right  to  lease the Premises upon the same  terms  and
conditions as this Lease, such election to be made by notice
to  that  effect  ("Franchisor Notice") from  Franchisor  to
Landlord  prior  to  the  end  of  said  30-day  period.  If
Franchisor  exercises  such right by giving  the  Franchisor
Notice  to Landlord by the time and in the manner set  forth
in  the  immediately preceding sentence, then (i) Franchisor
and  Landlord shall promptly execute and deliver  a  written
instrument to that effect; (ii) Franchisor shall become  the
tenant  under  this  Lease  with  all  of  the  right~   and
obligations  of tenant commencing upon, first  accruing  and
effective  only  from and after the date of  the  Franchisor
Notice; provided, that Tenant shall not dispute such  action
by  Franchisor  and shall acknowledge its approval  of  such
action  by  Franchisor;  (iii)  Franchisor  shall  have   no
liability,  responsibility or obligation to payor  otherwise
cure any default of Tenant existing prior the effective date
of  exercise by Franchisor of its rights in this subsection;
provided,  that  if  Franchisor  has  received  notice  from
Landlord  of  any Event of Default of Tenant under  Sections
15.1  (i)  or  (ii). Franchisor shall pay any Rent  due  and
payable   by  Tenant  accruing  after  the  date  Franchisor
receives  notice  of  any such Event of  Default;  and  (iv)
nothing  contained herein shall restrict, limit,  terminate,
waive  or otherwise affect Landlord's rights against  Tenant
or  any  guarantor  on  account  of  Tenant's  default.   If
Franchisor  fails to exercise such right on  or  before  the
expiration  of  said  thirty (30) day  period  Landlord  may
pursue  any  rights and remedies that it  may  have  against
Tenant  on  account of Tenant's Event of Default  hereunder.
Nothing  contained  in  this  section  shall  be  deemed  to
obligate  Franchisor  to assume this Lease,  to  become  the
tenant hereunder or to take possession of the Premises.

     (c)  In  the  event that Franchisor becomes the  tenant
under  this  Lease pursuant to the provisions of  subsection
(b)  or  an  assignment under Section 13.2 above, Franchisor
shall  have  the  right  at any time thereafter  upon  prior
notice  to,  but without the prior consent of  Landlord,  to
assign  this Lease and all of its right, title and  interest
as   Tenant   hereunder  to  an  authorized  franchisee   of
Franchisor.  In the event of such an assignment,  Franchisor
shall  be  released from all liabilities and obligations  of
Tenant  first accruing from and after the effective date  of
said  assignment  provided  that  such  assignee  franchisee
assumes  in  writing the obligations of  Tenant  under  this
Lease and a copy thereof is furnished to Landlord.

                  16. SURRENDER OF PREMISES

     16.1.   CONDITION.  Upon  the  expiration  or   earlier
termination  of  this Lease or the termination  of  Tenant's
right  of  possession  of the Premises  only,  Tenant  shall
surrender  the Premises to Landlord in a clean,  safe,  good
and  tenantable  condition, free  of  debris  and  with  all
"grease  traps"  and  similar devices cleaned  and  in  good
working condition, ordinary wear and tear and, if this Lease
is   terminated  pursuant  to  Section  11.4(b),  damage  by
Casualty  excepted.  All  building apparatus  and  equipment
(other  than Tenant's Property) then located on the Premises
and  all  Alterations and other improvements to the Premises
made  during  the Term, whether by Tenant or  others,  shall
remain  on the Premises and shall be considered part of  the
Premises. Tenant shall deliver all keys therefor to Landlord
at  the  place then fixed for the payment of Rent and  shall
make  known  to Landlord the combination for  all  locks  on
safes, cabinets and vaults in the Premises.

16.2.  REMOVAL OF TENANT'S PROPERTY. Upon the expiration  or
earlier  termination  of this Lease or  the  termination  of
Tenant's  right of possession of the Premises  only,  Tenant
shall  have the right, at its sole cost and expense,  for  a
period  of fifteen ( 15) days thereafter to remove  Tenant's
Property,  Distinctive Property and the Financed Personalty,
respectively, from the Premises, provided that Tenant  shall
pay  to  Landlord Rent due under Article 3  hereof  for  the
actual number of days which elapse during such fifteen  (15)
day period until the Tenant's Property, Distinctive Property
and the Financed Personalty, as applicable, are removed from
the  Premises.  If and to the extent that  Tenant  fails  to
remove  any  of  such  property by the  expiration  of  said
fifteen (15) day period, Landlord agrees that Tenant Lender,
TE  Lender  and Franchisor each shall have the right  for  a
period of forty (45) days thereafter to remove the same from
the  Premises,  provided that Tenant shall pay  to  Landlord
Rent  due  hereunder  for the actual number  of  days  which
elapse  until Tenant Lender, TE Lender or Franchisor  remove
the  same from the Premises during such forty five (45)  day
period.  If and to the extent that any such property remains
on  the  Premises  on  the sixtieth (60th)  day  after  such
termination,  the  same shall be deemed  abandoned,  and  at
Landlord's option shall become the property of Landlord  and
may  be  sold  or  disposed of as Land-lord  may  determine;
provided,  however, that Landlord shall not use,  suffer  or
permit  the  use  of  any Distinctive  Property  unless  the
attributes  or  features thereof associated with  Tenant  or
Franchisor are removed or obliterated. Any and all damage to
the  Building  caused by or resulting from  the  removal  of
Tenant's   Property,   Distinctive  Property   or   Financed
Personalty shall promptly be repaired at no cost or  expense
to  Landlord  and Tenant shall be liable for such  cost  and
expense  unless such repairs are made by Tenant,  Franchisor
or TE Lender, as the case may be.

              17. SUBORDINATION AND ATTORNMENT

     17.1.  SUBORDINATION.  This Lease  and  the  rights  of
Tenant  hereunder are expressly subject and  subordinate  to
the  lien  of  any mortgage or deed of trust constituting  a
lien  on  Landlord's fee interest in the Premises ("Landlord
Mortgage")  and  any  renewals,  extensions,  modifications,
consolidations  and  replacements  thereof,  which  now   or
hereafter affect all or any portion of the Premises  (except
to  the  extent that any such instrument expressly  provides
that this Lease is superior to it); provided that the holder
of  the  Landlord  Mortgage ("Landlord  Lender")  agrees  in
writing  not to disturb Tenant, Tenant's right to possession
and use of the Premises and Tenant's rights under this Lease
so  long as there shall be no Event of Default on behalf  of
Tenant  hereunder. Tenant agrees to execute and  deliver  to
Landlord  and any Landlord Lender at any time and from  time
to  time all such documents reasonably requested by Landlord
or  Landlord's  Lender, which are reasonably  acceptable  to
Tenant  and  Tenant's  Lender, to  confirm  or  effect  such
subordination   including,  without  limitation,   an   SNDA
substantially  in the form attached as Exhibit  E;  provided
that such Landlord Lender agrees to recognize this Lease and
the  rights of Tenant set forth herein for so long as  there
shall  be no Event of Default on behalf of Tenant hereunder.
Notwithstanding any foreclosure or sale under  any  Landlord
Mortgage  (or transfer by deed in lieu thereof), this  Lease
shall remain in full force and effect in accordance with its
terms. Landlord and any Landlord Lender shall execute within
ten  (10)  days  after request any documentation  reasonably
required  by  any  TF  Lender or Tenant  Lender,  which  are
reasonably  acceptable to Landlord and any Landlord  Lender,
to   confirm   the  priority  of  such  lender's  interests.
Notwithstanding  the provisions of this  Section  17.1,  the
holder  of  any  Landlord Mortgage to which  this  Lease  is
subject  and subordinate shall have the right, at  its  sole
option, at any time, to subordinate and subject the Landlord
Mortgage, in whole or in part, to this Lease by recording  a
unilateral declaration to such effect. Tenant hereby  agrees
that any Landlord Lender shall not be bound to the terms  of
any material modification or amendment of this Lease entered
into  after the date of such Landlord Mortgage, unless  such
Landlord  Lender has consented to such material modification
or  amendment. Tenant hereby agrees that after the  date  of
such Landlord Mortgage, Tenant shall not pay to Landlord any
installment of Base Rent more than one (I) month in  advance
of  the  due  date  thereof, unless  Landlord  Lender  shall
consent to such prepayment.

     17.2.  ATTORNMENT. In the event of the  foreclosure  of
any  Landlord Mortgage by voluntary agreement or  otherwise,
or  the  commencement  of any judicial action  seeking  such
foreclosure, Tenant will become the tenant of and attorn  to
and   recognize  such  Landlord  Lender  or   purchaser   in
foreclosure  as Tenant's landlord under this  Lease  without
change in the provisions of this Lease. Upon request by such
successor  in interest, Tenant will execute and  deliver  an
instrument confirming such attornment, which will  recognize
this  Lease  and the rights of Tenant set forth  herein  and
shall  provide  that  such successor in  interest  will  not
disturb Tenant in its use of the Premises in accordance with
this  Lease  unless there is an Event of Default  continuing
hereunder  and such successor in interest would be  entitled
to exercise such remedy under Section 15.2 hereof.


                  18. ESTOPPEL CERTIFICATES

     18.1.  ESTOPPEL CERTIFICATES. Within fifteen (15)  days
after  Written request from Landlord or Tenant to the other,
such  other  party  shall execute and  deliver  an  estoppel
certificate  signed  by  an  officer  of  such   party   and
certifying: the Commencement Date and expiration date of the
Term;  the  date to which Rent has been paid; the amount  of
Rent  then being paid; that this Lease is in full force  and
effect  and has not been modified, amended or assigned  (or,
if  modified,  stating the nature of such  modification  and
certifying that this Lease, as so modified, is in full force
and  effect);  that to such party's knowledge there  are  no
defaults  by the other party under this Lease, nor  to  such
party's  knowledge  any existing condition  upon  which  the
giving of notice or lapse of time or both would constitute a
default  (or,  if  such exist, stating the nature  thereof);
that  such  party has received no notice from any  insurance
company of any defects or inadequacies of the Premises; that
such  party has no options or rights other than as set forth
in  this  Lease;  and  such other  factual  matters  as  the
requesting party may reasonably request. Failure to  deliver
such statement within said fifteen (15) day period shall  be
conclusive  upon the party to whom the request was  directed
that  this  Lease  is  in  full force  and  effect,  without
modification except as may be represented by the  requesting
party  in the draft estoppel presented, that to such party's
knowledge  there are no uncured defaults in  the  requesting
party's  performance, and that all other statements required
to be made in the estoppel letter are conclusively made.

                         19. NOTICES

     19.1. NOTICES. All notices required or permitted to  be
given  under  this Lease shall be in writing  and  shall  be
deemed  given on the date when personally delivered  or,  if
earlier,  the  next  business  day  if  sent  by  recognized
overnight  air  courier, or two (2) business  days  (or,  if
earlier,  when actually received) after being  deposited  in
the United States Mail, postage prepaid, properly addressed,
certified mail, return receipt requested, as follows:

TO LANDLORD:           At the address set forth in Section 1.2,

With a copy to:          Liechty & McGinnis, P.C.
                         7502 Greenville Avenue,
                         Suite 750
                         Dallas, Texas 75231
                         Attention: Lome 0. Liechty, Esq.

TO  TENANT             At the address set forth in Section 1.3,


With a copy to:          Peter B. Loughman, Esq.
                         155 North Michigan Avenue,
                         Suite 600
                         Chicago, Illinois 60601

TO FRANCHISOR:           Applebee's International, Inc.
                         4551 West 107th Street,
                         Suite 100
                         Overland Park, Kansas 66207
                         Attention: General Counsel


Each  entity or person entitled to receive notice or a  copy
thereof  pursuant to this Lease (" Addressee") at  any  time
and  from  time  to time may change its address  for  notice
purposes  by  giving  notice of such  change  to  all  other
Addressees  in  any manner specified above at least  fifteen
(15)  days  before  such  change of  address  is  to  become
effective.

                   20. LEASEHOLD FINANCING

     20.1.  LEASEHOLD FINANCING. Tenant shall have the right
at  any  time  and from time to time during  the  Term  with
notice  to, but without the consent or approval of Landlord,
to  grant  a mortgage or other security interest ("Leasehold
Mortgage") in Tenant's interest in this Lease (the leasehold
estate  created hereby), and all of Tenant's  Property,  all
upon  the condition that all rights acquired under any  such
Leasehold Mortgage shall be subject to each and all  of  the
covenants, conditions, terms and restrictions set  forth  in
this  Lease.  Tenant Lender's foreclosure on  the  Leasehold
Mortgage shall not terminate this Lease or affect any of the
covenants, conditions, terms and restrictions set  forth  in
this Lease as obligations of Tenant.

     20.2.  TENANT  LENDER. If Landlord is provided  written
notice of a Leasehold Mortgage and the name and address  for
notice  of  the holder of a Leasehold Mortgage (the  "Tenant
Lender"),  then  the  rights of  such  Tenant  Lender  shall
include  the  following, which shall be binding on  Landlord
(and any Landlord Lender). Upon recordation of the Leasehold
Mortgage  and  for  so  long  thereafter  as  the  Leasehold
Mortgage remains unsatisfied: (i) Landlord agrees to deliver
a  copy of any notice of default given to Tenant under  this
Lease  simultaneously to Tenant Lender at its  last  address
furnished to Landlord in writing; provided, that the failure
to  send  such  notice shall not limit Tenant's  default  or
Landlord's  remedies  against Tenant  with  respect  thereto
(other  than such remedies as would prevent the exercise  of
Tenant  Lender's rights under this Section 20.2), or  impose
any  liability upon Landlord for any damages therefrom; (ii)
Landlord agrees that Tenant Lender shall have the right, but
shall  not  be  obligated, to cure  any  default  of  Tenant
hereunder  provided that such cure is made by Tenant  Lender
within the time provided to Tenant pursuant to Section  15.1
provided,  that such Tenant Lender shall have an  additional
fifteen  (15) days to cure a default under Sections  15.1(i)
and  15.1(ii),  so  long as Tenant Lender notifies  Landlord
within  the cure periods set forth in such Sections that  it
will  cure such defaults); (iii) if Tenant Lender elects  to
cure  any  default  of Tenant hereunder, (A)  Tenant  Lender
shall  give  notice  to that effect to Landlord  and  Tenant
simultaneously with such cure, and (B) Landlord consents  to
and shall accept such cure with the same force and effect as
if  made by Tenant; (iv) Landlord and Tenant each agree  not
to  cancel  or  surrender this Lease (other than  due  to  a
default  by  a  party  which  was  riot  cured  within   the
applicable cure period after notice was given to Tenant  and
Tenant Lender) or amend the provisions of this Lease without
the  prior  written consent of Tenant Lender, which  consent
shall  not be unreasonably withheld or delayed; and  (v)  if
Landlord  terminates the Lease due to an  Event  of  Default
which   Tenant  Lender  is  unable  to  cure  (e.g.,  Tenant
bankruptcy), and Tenant Lender elects by written  notice  to
Landlord  within forty-five (45) days thereafter to continue
this  Lease, Landlord agrees to enter into a new lease  with
Tenant Lender on the same terms and conditions as set  forth
in  this  Lease  for  the  balance  of  the  original  Term,
including  any  remaining extension options, provided,  that
the  Tenant Lender shall pay to Landlord at the time of  the
execution and delivery of the new lease all sums which would
at  the time of the execution and delivery of the new  lease
be  due pursuant to this Lease but for such termination, and
shall  agree  in  writing to cure and shall cure  all  other
defaults  of Tenant capable of being cured by Tenant  Lender
then existing under this Lease within a reasonable period of
time  after  entering into such new Lease.  Landlord  agrees
promptly  to  execute and deliver such documents  as  Tenant
Lender   reasonably   may  request  which   are   reasonably
acceptable  to Landlord and any Landlord Lender to  evidence
the  provisions of this Section 20.2, including the Landlord
Agreement in the form attached hereto as Exhibit B.


                 21. RIGHT OF FIRST REFUSAL


21.1. RIGHT OF FIRST REFUSAL TO PURCHASE.

     (a)  If at any time after the first anniversary of  the
Commencement Date Landlord shall receive a bona fide written
offer to purchase the Premises or any portion thereof  or  a
direct controlling interest in Landlord's ownership (whether
stock, partnership interests or membership interests) from a
third  party  which is not affiliated with  Landlord,  which
offer  Landlord  or  its  ownership is  willing'  to  accept
("Outside  Contract"), Landlord shall  give  written  notice
("Sale  Notice")  thereof, together  with  a  copy  of  such
Outside  Contract, to Tenant. Tenant shall have a  right  of
first refusal ("Refusal Right") to purchase the Premises  or
the   controlling  interest  therein  or  the   portion   of
Landlord's  ownership interests that is the subject  of  the
Outside Contract in accordance with the terms and provisions
thereof.  If  Tenant desires to exercise the Refusal  Right,
Tenant  shall  deliver  written notice  to  that  effect  to
Landlord  within twenty (20) days after receipt of the  Sale
Notice  ("Refusal Period"). If Tenant exercises the  Refusal
Right  by  the  time  and in the manner set  forth  in  this
subsection,  Landlord and Tenant shall  promptly  execute  a
contract   which  includes  the  same  material  terms   and
conditions  as  the Outside Contract ("Sale  Contract")  and
Tenant  shall  deposit  when due any earnest  money  deposit
required  thereunder.  If Tenant does  not  execute  a  Sale
Contract within fifteen (15) days after Tenant's receipt  of
such  Sale  Contract  from Landlord,  signed  on  behalf  of
Landlord,  or  if  Tenant defaults in its obligations  under
such   Sale  Contract,  then  Landlord  shall  be  free   to
consummate  the  sale pursuant to the Outside  Contract  {or
another   contract  on  substantially  similar   terms   and
conditions).

     (b)  If  Tenant does not exercise the Refusal Right  by
the  time  and  in  the manner set forth in  subsection  (a)
above, then (i) the Refusal Right shall remain in full force
and  effect,  but  not  with respect to  the  proposed  sale
pursuant to the Outside Contract, and (ii) Landlord shall be
free   to  consummate  the  sale  pursuant  to  the  Outside
Contract. If within one hundred eighty (180) days after  the
expiration   of  the  Refusal  Period  Landlord   does   not
consummate  the sale pursuant to the Outside  Contract,  the
Refusal Right shall again be applicable, and Landlord  shall
not thereafter sell the Premises or the Landlord's ownership
interests  pursuant  to the Outside Contract  without  first
offering  Tenant the Refusal Right pursuant to this  Section
21.1.

     (c) The rights granted to Tenant under this Section  21
shall  not  survive  the expiration or termination  of  this
Lease.

     (d)  The provisions of this Section 21 shall not  apply
and Tenant shall not have any Refusal Right (i) with respect
to the sale, conveyance, assignment or other transfer (A) to
any  person  controlling, controlled  by,  or  under  common
control  with  Landlord  or any of its  direct  or  indirect
owners,  (B) by gift, descent or devise, or (C) to any  saJe
.