FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES

 DEED OF TRUST AND SECURITY AGREEMENT,
 FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES

      THIS  INDENTURE,  made effective as  of  this  6th  day  of
November,   1996,  between  and  among  John   Schulz   and   Tom
Bibleheimer, jointly and severally, whose post office address  is
24252  Mimosa  Drive, Laguna Niguel, Ca. 92677 and  16418  Silver
Saddle  Court,  Poway,  Ca.  92064, respectively  (herein  called
"First  Party"), and Mary Furgason, whose post office address  is
14607  San  Pedro,  Suite 175, San Antonio, Texas  78232  (herein
called  "Trustee"), and AEI Net Lease Income &  Growth  Fund  XIX
Limited  Partnership,  a  Minnesota  limited  partnership,  whose
corporate  general partner is AEI Fund Management  XIX,  Inc.,  a
Minnesota  corporation,  whose  post  office  address   is   1300
Minnesota World Trade Center, 30 East Seventh Street, Saint Paul,
Minnesota 55101, (herein called "Third Party").

      WITNESSETH,  that  the said First Party hereby  irrevocably
MORTGAGES,  GRANTS,  BARGAINS,  SELLS,  TRANSFERS,  CONVEYS   AND
WARRANTS  TO  TRUSTEE IN TRUST WITH POWER OF SALE  AND  GRANTS  A
SECURITY  INTEREST  TO  THIRD PARTY IN, the following  properties
(all the following being hereinafter collectively referred to  as
the "Premises"):

                       A.  REAL PROPERTY

      All  the tracts or parcels of real property lying and being
in  the  County of Williamson, State of Texas, all as more  fully
described in Exhibit "A" attached hereto and made a part  hereof,
together   with  all  the  estates,  title,  dower,   rights   of
homestead,claims, demands, and rights of First Party of, in,  and
to  such  rights in and to the real property and in and to  lands
lying  in  streets,  alleys strips or gores  of  land  and  roads
adjoining  the  real  property  and  all  buildings,  structures,
improvements, fixtures and annexations, access rights, easements,
rights   of   way   or  use,  servitudes,  licenses,   tenements,
hereditaments  and  appurtenances now or hereafter  belonging  or
pertaining to the real property, (and including all water,  water
rights, and ditches connected with or usually had and enjoyed  in
connection with the real property, whether represented by  shares
of capital stock in a ditch company or by individual ownership or
otherwise); and

B.  PERSONAL PROPERTY

       Together   with   all   buildings,  equipment,   fixtures,
improvements,  building  supplies  and  materials  and   personal
property now or hereafter attached to, located in, placed  in  or
necessary  to  the  use  of  the  improvements  on  the  Premises
including, but without being limited to all machinery,  fittings,
fixtures,  apparatus,  equipment  or  articles  used  to   supply
heating, gas, electricity, air conditioning, water, light,  waste
disposal,  power,  refrigeration,  ventilation,  and   fire   and
sprinkler  protection,  as  well as  all  elevators,  escalators,
overhead  cranes,  hoists and assists,  and  the  like,  and  all
furnishings,   supplies,   draperies,  maintenance   and   repair
equipment,  floor  coverings,  screens,  storm  windows,  blinds,
awnings,  shrubbery  and  plants, ranges,  ovens,  refrigerators,
dishwashers, disposals, (it being understood that the enumeration
of  any specific articles of property shall in no way be held  to
exclude  any  items of property not specifically enumerated),  as
well as renewals, replacements, proceeds, additions, accessories,
increases,  parts,  fittings,  insurance  payments,  awards   and
substitutes thereof, together with all interest of First Party in
any such items hereafter acquired, all of which personal property
mentioned  herein shall be deemed fixtures and accessory  to  the
freehold  and a part of the realty and not severable in whole  or
in  part  without material injury to the Premises, but  excluding
therefrom  the  trade fixtures, inventory and removable  personal
property of any tenant or licensee of the Premises.  Third  Party
agrees  to subordinate its lien on all such personal property  in
favor  of  a  purchase money security interest of  First  Party's
lender; and

C.  RENTS, LEASES AND PROFITS

     Together with all rents, leases and profits now due or which
may  hereafter  become  due under or  by  virtue  of  any  lease,
license,  sublease, or agreement, whether written or verbal,  for
the  use  or  occupancy  of the Premises  or  any  part  thereof,
including, specifically, that certain lease by and between  Third
Party  and Taco Cabana, Inc. dated August 13, 1992 (the "Lease"),
which Lessee's interest in said lease was assigned to Texas  Taco
Cabana,  LP pursuant to the General Assignment and Assumption  of
Leases between Taco Cabana, Inc. and TC Lease Holding III, V, and
VI,  Inc.,  and pursuant to the General Assignment and Assumption
of Leases between TC Lease Holding III, V, and VI, Inc. and Texas
Taco  Cabana, LP, both dated October 31, 1993 (Texas Taco Cabana,
LP  hereinafter  referred to as "Tenant")  and  in  and  to  that
certain Assignment of Alcohol Sales Lease dated June 30, 1994, by
and among Tenant, Cabana Beverages, Inc.; and

D.  JUDGMENTS AND AWARDS

     Together with any and all awards or compensation made by any
governmental  or  other  lawful authorities  for  the  taking  or
damaging  by  eminent domain of the whole  or  any  part  of  the
Premises, including any awards for a temporary taking, change  of
grade of streets or taking of access.

      TO  HAVE AND TO HOLD THE SAME, together with the possession
and  right  of  possession of the Premises unto the Trustee,  its
successors and assigns, forever, in Trust;

       HOWEVER, THIS CONVEYANCE IS MADE IN TRUST FOR THE  PURPOSE
OF  SECURING:   (i) Payment of the principal sum of  Six  Hundred
Sixty  Thousand and 00/100 Dollars ($660,000.00),  with  interest
thereon,  according to the terms and conditions of  that  certain
Promissory Note (hereinafter referred to as "Note") of even  date
herewith,  the  terms  and conditions of which  are  incorporated
herein  by  reference and made a part hereof, together  with  any
extensions  under or renewals or modifications thereof,  made  by
First  Party  and  payable to the order of Third  Party  due  and
payable  with  interest thereon at the rate(s) set forth  in  the
Note,  the  balance of said principal sum together with  interest
thereon being due and payable in any event on May 1, 1997, unless
extended pursuant to the terms of the Note; (ii) payment  at  the
times  demanded  and  with  interest thereon  at  the  same  rate
specified in the Note of all sums advanced in protecting the lien
of  this  Indenture, in payment of taxes on the Premises  and  in
payment  of  insurance  premiums  covering  improvements  on  the
Premises, in payment of principal and interest on prior liens, in
payment  of expenses and attorney's fees herein provided for  and
all  sums  advanced for any other purpose authorized herein;  and
(iii)  performance of all of the covenants and agreements of  the
First  Party  herein and in said Note; (the Note  and  all  sums,
together with interest thereon, being collectively referred to as
the "Indebtedness Secured Hereby").

       AND   THE   SAID  FIRST  PARTY  for  itself,  its   heirs,
administrators, successors and assigns, does covenant that it  is
lawfully  seized of the Premises and has good right to sell,  and
convey the same; that the Premises are free from all encumbrances
except  those  of  record as of the date hereof and  incorporated
herein  in  this Indenture; that the Trustee, its successors  and
assigns,  shall quietly enjoy and possess the Premises; and  that
the  First  Party will WARRANT AND DEFEND the title to  the  same
against  all  lawful  claims not specifically  excepted  in  this
Indenture.

THE TRUST, PURPOSES, COVENANTS, AGREEMENTS AND CONDITIONS FOR AND
UPON WHICH THE PREMISES ARE CONVEYED AND THE OBLIGATIONS OF FIRST
PARTY ARE AS FOLLOWS, TO-WIT:

                          ARTICLE ONE
           GENERAL COVENANTS, AGREEMENTS, WARRANTIES

       SECTION  1.1    PAYMENT  OF  INDEBTEDNESS:  OBSERVANCE  OF
COVENANTS.   First Party will duly and punctually  pay  each  and
every  installment of principal and interest on the Note and  all
other  Indebtedness Secured Hereby, as and when  the  same  shall
become due, and shall duly and punctually perform and observe all
of  the covenants, agreements and provisions contained herein, in
the  Note,  and  any other instrument given as security  for  the
payment of the Note.

     SECTION 1.2   MAINTENANCE: REPAIRS.  First Party agrees that
it  will keep and maintain the Premises in good condition, repair
and  operating condition free from any waste or misuse, and  will
comply  with  all requirements of law, municipal  ordinances  and
regulations,  restrictions and covenants affecting  the  Premises
and their use, and will promptly repair or restore any buildings,
improvements or structures now or hereafter on the Premises which
may  become damaged or destroyed to their condition prior to  any
such  damage  or  destruction. First Party  further  agrees  that
without the prior consent of the Third Party, which consent shall
not be unreasonably withheld, it will not expand any improvements
on  the Premises, erect any new improvements or make any material
alterations  in  any  improvements which  will  alter  the  basic
structure,  affect  the  market  value  or  change  the  existing
architectural character of the Premises, and will complete within
a reasonable time any buildings now or at any time in the process
of erection on the Premises.  First Party agrees not to acquiesce
in  any  rezoning  classification,  modification  or  restriction
affecting  the  Premises.  First Party agrees that  it  will  not
vacate or abandon the Premises.

      SECTION  1.3   PAYMENT OF OPERATING COSTS: PRIOR  MORTGAGES
AND  LIENS.   First Party agrees that it will pay  all  operating
costs  and expenses of the Premises; keep the Premises free  from
mechanics',   materialmens'  and  other   liens   not   expressly
subordinated  to this Indenture or provide security  satisfactory
to  Third  Party for the payment thereof; keep the Premises  free
from  levy,  execution or attachment and will pay  when  due  all
indebtedness which may be secured by mortgage, lien or charge  on
the  Premises  and  upon  request will  exhibit  to  Third  Party
satisfactory evidence of such payment and discharge.

      SECTION 1.4   PAYMENT OF IMPOSITIONS.  First Party will pay
when  due  and  before any penalty all taxes, assessments,  water
charges,  sewer  charges,  and other  fees,  taxes,  charges  and
assessments  of  every  kind and nature  whatsoever  assessed  or
charged  against  or constituting a lien on the Premises  or  any
interest   therein,   or   the   Indebtedness   Secured    Hereby
("Impositions") and will upon demand furnish to the  Third  Party
proof of the payment of any such Impositions.  In the event of  a
court  decree  or  an  enactment after the  date  hereof  by  any
legislative authority of any law imposing upon a trustee or third
party  under a trust indenture or a mortgagee the payment of  the
whole  or any part of the Impositions herein required to be  paid
by  the First Party, or changing in any way the laws relating  to
the taxation of debts secured by trust indentures or mortgages or
a  trustee's, third party's or mortgagee's interest  in  premises
conveyed  as  security, so as to impose such  Imposition  on  the
Trustee or Third Party or on the interest of the Trustee or Third
Party in the Premises, then, in any such event, First Party shall
bear and pay the full amount of such Imposition, provided that if
for  any  reason  payment by First Party of any  such  Imposition
would  be  unlawful, or if the payment thereof  would  constitute
usury  or  render  the  Indebtedness  Secured  Hereby  wholly  or
partially  usurious, Third Party, at its option, may declare  the
whole  sum secured by this Indenture with interest thereon to  be
immediately due and payable, without prepayment premium, or Third
Party  at  its  option, may pay that amount or  portion  of  such
Imposition as renders the Indebtedness Secured Hereby unlawful or
usurious, in which event First Party shall concurrently therewith
pay  the remaining lawful and non-usurious portion or balance  of
said Imposition.

      SECTION  1.5    CONTEST OF IMPOSITIONS, LIENS  AND  LEVIES.
First Party shall not be required to pay, discharge or remove any
Imposition, lien or levy so long as the First Party shall in good
faith  contest  the same or the validity thereof  by  appropriate
legal  proceedings which shall operate to prevent the  collection
of  the levy, lien or Imposition so contested and the sale of the
Premises, or any part thereof to satisfy the same, provided  that
the  First  Party  shall, prior to the date such  Levy,  Lien  or
Imposition  is  due  and  payable,  have  given  such  reasonable
security  as  may be demanded by the Third Party to  insure  such
payments  and prevent any sale or forfeiture of the  Premises  by
reason  of such nonpayment.  Any such contest shall be prosecuted
with due diligence and the First Party shall promptly after final
determination  thereof pay the amount of any such levy,  lien  or
Imposition   so  determined,  together  with  all  interest   and
penalties,   which  may  be  payable  in  connection   therewith.
Notwithstanding the provisions of this Section, First Party shall
(and  if  First Party shall fail so to do, Third Party,  may  but
shall  not  be required to) pay any such levy, lien or Imposition
notwithstanding such contest if in the reasonable opinion of  the
Third  Party, the Premises shall be in jeopardy or in  danger  of
being forfeited or foreclosed.

     SECTION 1.6   PROTECTION OF SECURITY.  First Party agrees to
promptly notify Third Party of and appear in and defend any suit,
action or proceeding that affects the value of the Premises,  the
Indebtedness Secured Hereby or the rights or interest of  Trustee
and  Third Party hereunder.  The Third Party may elect to  appear
in or defend any such action or proceeding and First Party agrees
to  indemnify  and reimburse Third Party from any and  all  loss,
damage,  expense or cost arising out of or incurred in connection
with  any  such  suit, action or proceeding, including  costs  of
evidence of title and reasonable attorney's fees.

      SECTION  1.7   ANNUAL STATEMENTS.  First Party will  within
ninety (90) days after the end of each fiscal year furnish to the
Third  Party  financial and operating statements of the  Premises
and  First Party, including a balance sheet and a profit and loss
statement,  all in reasonable detail and conforming to  generally
accepted accounting principles.  Such financial statements  shall
be   prepared  and  certified  by  an  officer  of  First   Party
satisfactory  to Third Party at the expense of First  Party.   In
the  event  First Party fails to furnish any such statements  the
Third Party may cause an audit to be made of the respective books
and  records  at  the sole cost and expense of the  First  Party.
Third  Party  also  shall have the right after  forty-eight  (48)
hours  advance  notice to First Party, or without notice  if  the
Third Party deems the situation to be an emergency to examine  at
their  place  of  safekeeping  at  reasonable  times  all  books,
accounts  and  records relating to the operation of the  Premises
and First Party.

      SECTION  1.8    ADDITIONAL ASSURANCES.  First Party  agrees
upon reasonable request by the Third Party to execute and deliver
such  further instruments, financing statements under the Uniform
Commercial Code now in effect in Texas (presently being Chapter 9
of  the  Texas Business and Commerce Code) or as it may hereafter
be  amended ("Code") and assurances and will do such further acts
as  may be necessary or proper to carry out more effectively  the
purposes of this Indenture and without limiting the foregoing, to
make  subject  to  the  lien hereof any  property  agreed  to  be
subjected  hereto  or covered by the granting clause  hereof,  or
intended so to be.  First Party agrees to pay any recording fees,
filing  fees,  stamp taxes or other charges  arising  out  of  or
incident  to  the  filing or recording of  this  Indenture,  such
further  assurances and instruments and the issuance and delivery
of the Note.

      SECTION 1.9   DUE ON SALE OR MORTGAGING, ETC.  In the event
First  Party  sells,  conveys, transfers,  further  mortgages  or
encumbers  or disposes of the Premises, or any part  thereof,  or
any  interest  therein, or agrees so to do, without  the  written
consent  of  Third  Party  being  first  obtained,  or   if   any
controlling  interest  in  First  Party  is  sold,  conveyed,  or
transferred  without  the written consent of  Third  Party  being
first obtained, then at the sole option of Third Party, the Third
Party may declare the entire Indebtedness Secured Hereby due  and
payable in full and call for payment of the same in full at once.
Third  Party's  consent as to any one transaction  shall  not  be
deemed  to be a waiver of the right to require consent to  future
or successive transactions.

     SECTION 1.10  RENEWALS AND EXTENSIONS.  The Note may be from
time  to  time  renewed  or extended by  the  holder  or  holders
thereof,  and  in  any  such  case all  the  provisions  of  this
Indenture,  and the lien hereof, shall remain in full  force  and
with the same effect as if said Note had originally been made  to
mature at such extended time or times.

      SECTION 1.11  PURPOSE.  The Indebtedness Secured Hereby  is
in  part  payment  of  the purchase price of  the  Premises;  the
Indebtedness Secured Hereby is secured both by this Indenture and
by  a  vendor's lien on the Premises, which is expressly retained
in  a deed to First Party of even date.  This Indenture does  not
waive the vendor's lien, and the two liens and the rights created
by this instrument shall be cumulative.  Third Party may elect to
foreclose under either of the liens without waiving the other  or
may  foreclose  under both.  The deed is incorporated  into  this
Indenture.

                          ARTICLE TWO
                     INSURANCE AND ESCROWS

     SECTION 2.1   INSURANCE.   First Party shall obtain and keep
in  full  force and effect during the term of this Indenture,  at
First Party's sole cost and expense, such insurance as called for
in  the  Lease, if Tenant shall fail to obtain and  maintain  the
same,  including  but not limited to insurance  against  loss  by
fire, lightning and risk customarily covered by standard extended
coverage  endorsement,  including the  cost  of  debris  removal,
together with a vandalism and malicious mischief endorsement, all
in  the amounts of not less than the full insurable value or full
replacement  cost of the improvements on the Premises,  whichever
is  greater,  also, Broad Form Boiler and Machinery insurance  on
all equipment and pressure fired vehicles or apparatus situate on
the  Premises, and providing for full repair and replacement cost
coverage;  also flood insurance in the maximum obtainable  amount
unless  evidence is provided that the Premises are not  within  a
flood  plain  as defined by the Federal Insurance Administration;
also,   Rents  Loss  or Business Interruption Insurance  covering
risk of loss due to the occurrence of any hazards insured against
under  the  required fire and extended coverage insurance  in  an
amount  equal  to the annual debt service on the  Note  plus  the
amount  of  insurance premiums, taxes and special assessments  in
that period.

      Such insurance policies shall be written on forms and  with
insurance  companies satisfactory to Third Party, shall  name  as
the  insured  parties the First Party, and Third Party  as  their
interests  may appear, shall be in amounts sufficient to  prevent
the   First  Party  from  becoming  a  co-insurer  of  any   loss
thereunder,  and  shall bear a satisfactory mortgagee  clause  in
favor  of  the  Third  Party with loss proceeds  under  any  such
policies  to  be  made payable to the Third Party.   First  Party
shall  also  obtain and keep in full force and effect during  the
term  of  this  Indenture comprehensive general public  liability
insurance covering the legal liability of the First Party against
claims for bodily injury, death or property damage occurring  on,
in  or  about the Premises in such minimal amounts and with  such
minimal  limits as the Third Party may reasonably  require.   All
required policies of insurance or acceptable certificates thereof
together  with  evidence  of  the  payment  of  current  premiums
therefor shall be delivered to the Third Party.  The First  Party
shall,   within  thirty  (30)  days  prior  to  the   expiration,
termination,  or change in or of any such policy,  deliver  other
original  policies or certificates of the insurer evidencing  the
renewal  of such insurance together with evidence of the  payment
of  current premiums therefor.  In the event of a trustee's  sale
or  foreclosure  of  this  Indenture or any  acquisition  of  the
Premises  by  Third  Party  all such policies  and  any  proceeds
payable  therefrom, whether payable before or after a foreclosure
sale, or during a period of redemption, if any, shall become  the
absolute  property  of  the Third Party to  be  utilized  at  its
discretion.   In the event of a Trustee's sale or foreclosure  or
the  failure to obtain and keep any required insurance the  First
Party  empowers  the  Third Party to effect  insurance  upon  the
Premises  at  First Party's expense and for the  benefit  of  the
Third  Party in the amounts and types aforesaid for a  period  of
time  covering  the time of redemption, if any, from  foreclosure
sale,  and if necessary therefore, to cancel any or all  existing
insurance  policies.  First Party agrees to furnish  Third  Party
copies  of  all  inspection reports and insurance recommendations
received by First Party from any insurer.

      SECTION  2.2   ESCROWS.  Upon the written request of  Third
Party,  First  Party shall deposit with the Third  Party,  or  at
Third Party's request, with its servicing agent on the first  day
of each and every month hereafter, an amount equal to one-twelfth
(1/12th)  of  the  estimated  annual taxes  and  assessments  and
insurance premiums ("Charges") due on the Premises. From time  to
time out of such deposits Third Party will, upon the presentation
to  the Third Party by the First Party of the bills therefor, pay
the   Charges  or  will  upon  presentation  of  receipted  bills
therefor, reimburse the First Party for such payments made by the
First  Party.   In the event the deposits on hand  shall  not  be
sufficient  to  pay all of the estimated Charges  when  the  same
shall  become due from time to time, or the prior payments  shall
be  less  than the currently estimated monthly amounts, then  the
First  Party  shall pay to the Third Party on demand  any  amount
necessary  to  make up the deficiency.  The excess  of  any  such
deposits shall be credited to subsequent payments to be made  for
such  items.   If  a default or an event of default  shall  occur
under  the  terms of this Indenture or the Note the  Third  Party
may,  at  its option, without being required so to do, apply  any
deposits  on  hand to the Indebtedness Secured  Hereby,  in  such
order  and  manner  as  the  Third Party  may  elect.   When  the
Indebtedness  Secured Hereby has been fully  paid  any  remaining
deposits shall be returned to the First Party as its interest may
appear.   All deposits are hereby pledged as additional  security
for  the  Indebtedness  Secured Hereby, shall  be  held  for  the
purposes for which made as herein provided, but may be commingled
with  other  funds  of  the holder, shall  be  held  without  any
allowance  of  interest thereon and shall not be subject  to  the
decision or control of the First Party.

                         ARTICLE THREE
                    UNIFORM COMMERCIAL CODE

       SECTION  3.1    FIXTURE  FILING.   This  Indenture   shall
constitute a security agreement as defined in the Code as adopted
in  the State of Texas and until the grant of this Deed of  Trust
shall terminate as provided herein, a first and prior pledge  and
assignment  and  a first and prior lien security under  the  Code
with  respect to the Premises.  This INDENTURE SHALL BE EFFECTIVE
AS  A FINANCING STATEMENT FILED AS A FIXTURE FILING from the date
of  its filing in the real estate records of the County where the
Premises   are  situate.   Information  concerning  the  security
interest  created by this instrument may be obtained  from  Third
Party, as secured party, at its address as set forth in page  one
of  this Indenture.  The name of the record owner of the Premises
is the First Party and the address of the First Party, as debtor,
is  as  set  forth in page one to this Indenture.  This  document
covers  goods which are or are to become fixtures related to  the
Premises  of which the First Party is the record title  owner  as
more  fully  set  forth on the first two pages of  this  Deed  of
Trust.

      SECTION  3.2   REPRESENTATIONS AND AGREEMENTS.   (a)  First
Party  is  and will be the true and lawful owner of the Premises,
subject  to no liens, charges, security interest and encumbrances
other  than the lien hereof and liens disclosed in writing  prior
to  the date hereof to Third Party; (b) any equipment or fixtures
are  to  be used by the First Party solely for business  purposes
being installed upon the Premises for First Party's own use or as
the  equipment and furnishings leased or furnished by  the  First
Party,  as  landlord,  to  tenants  of  the  Premises;  (c)  such
equipment or fixtures will be kept at the buildings comprised  in
the  Premises  and  will  not be removed  therefrom  without  the
consent  of  the Third Party and may be affixed to such  building
but  will  not  be affixed to any other real estate;  (d)  unless
stated  otherwise in this Indenture, the only persons having  any
interest in the Premises are the First Party and the Third  Party
and  no  financing statement covering any such property  and  any
proceeds  thereof is on file in any public office except pursuant
hereto  or  purchase money security interests  of  First  Party's
equipment vendors or lenders; (e) the remedies of the Third Party
hereunder  are cumulative and separate, and the exercise  of  any
one or more of the remedies provided for herein or under the Code
shall not be construed as a waiver of any of the other rights  of
the  Third  Party including having such non realty  items  deemed
part  of the realty upon any sale or foreclosure thereof; (f)  if
notice  to any party of the intended disposition of the  Premises
is required by law in a particular instance, such notice shall be
deemed  commercially reasonable if given at least ten  (l0)  days
prior to such intended disposition and may be given by posting or
advertisement  in  a  newspaper accepted for  legal  publications
either  separately  or  as  part of a notice  given  to  sell  or
foreclose the real property or may be given by private notice  if
such  parties are known to Third Party; (g) First Party will from
time to time provide Third Party on request with itemizations  of
all  such non-realty items on the Premises; (h) the filing  of  a
financing  statement pursuant to the Code shall never impair  the
stated  intention  of  this Indenture  that  all  the  equipment,
personal  property and fixtures comprising the Premises are,  and
at  all  times  and for all purposes and in all proceedings  both
legal or equitable shall be regarded as part of the real property
mortgaged  hereunder  irrespective  of  whether  such   item   is
physically  attached to the real property or  any  such  item  is
referred  to  or  reflected in a financing statement;  (i)  First
Party  will on demand deliver all financing statements  that  may
from  time  to  time be required by Third Party to establish  and
perfect  the priority of Third Party's security interest in  such
Collateral; and (j) First Party shall give advance written notice
of  any  proposed  change  in  First Party's  name,  identity  or
structure and will execute and deliver to Third Party prior to or
concurrently with such change all additional financing statements
that  Third  Party  may  require to  establish  and  perfect  the
priority of Third Party's security interest.

      SECTION  3.3    MAINTENANCE OF PROPERTY.   Subject  to  the
provisions of this Section, in any instance where First Party  in
its  sound  discretion  determines that any  item  subject  to  a
security  interest  under this Indenture has  become  inadequate,
obsolete,  worn  out, unsuitable, undesirable or unnecessary  for
the  operation of the Premises, First Party may, at its  expense,
remove  and dispose of it and substitute and install other  items
not  necessarily  having the same function, provided,  that  such
removal  and substitution shall not impair the operating  utility
and unity of the Premises.  All substituted items shall become  a
part  of  the Premises and subject to the lien of the  Indenture.
Any  amounts  received or allowed First Party upon  the  sale  or
other  disposition  of  the removed items of  property  shall  be
applied first against the cost of acquisition and installation of
the  substituted  items.   Nothing  herein  contained  shall   be
construed  to prevent any tenant or subtenant from removing  from
the Premises trade fixtures, furniture and equipment installed by
it  and removable by tenant under its terms of the lease, on  the
condition, however, that the tenant or subtenant shall at its own
cost  and  expense, repair any and all damages  to  the  Premises
resulting  from or caused by the removal thereof, and  shall  not
remove such items without prior written notice to Third Party.

                          ARTICLE FOUR
              APPLICATION OF INSURANCE AND AWARDS

      SECTION 4.1   DAMAGE OR DESTRUCTION OF THE PREMISES.  First
Party will give the Third Party prompt notice of any damage to or
destruction  of  the  Premises and in case  of  loss  covered  by
policies  of insurance the Third Party (whether before  or  after
foreclosure  sale) is hereby authorized at its option  to  settle
and adjust any claim arising out of such policies and collect and
receipt  for the proceeds payable therefrom, provided,  that  the
First  Party may itself adjust and collect for any losses arising
out  of  a  single occurrence aggregating not in  excess  of  Ten
Thousand Dollars ($10,000.00).  Any expense incurred by the Third
Party  in  the  adjustment and collection of  insurance  proceeds
(including the cost of any independent appraisal of the  loss  or
damage on behalf of Third Party) shall be reimbursed to the Third
Party  first  out  of  any proceeds.  The proceeds  or  any  part
thereof shall be applied to reduction of the Indebtedness Secured
Hereby then most remotely to be paid, whether due or not, without
the  application of any prepayment premium, or to the restoration
or repair of the Premises, the choice of application to be solely
at the discretion of Third Party.

     SECTION 4.2   CONDEMNATION.  First Party will give the Third
Party  prompt  notice  of any action, actual  or  threatened,  in
condemnation or eminent domain and hereby assigns, transfers, and
sets over to the Third Party the entire proceeds of any award  or
claim  for damages for all or any part of the Premises  taken  or
damaged  under  the power of eminent domain or condemnation,  the
Third  Party  being hereby authorized to intervene  in  any  such
action and to collect and receive from the condemning authorities
and  give  proper  receipts and acquittances for  such  proceeds.
First  Party  will  not  enter  into  any  agreements  with   the
condemning  authority permitting or consenting to the  taking  of
the  Premises  unless prior written consent  of  Third  Party  is
obtained.  To enforce its rights hereunder, Third Party shall  be
entitled   to   participate  in  and  control  any   condemnation
proceedings and to be represented therein by counsel of  its  own
choice,  and First Party will deliver, or cause to be  delivered,
to  Third Party such instruments as may be requested by  it  from
time  to  time to permit such participation.  In the event  Third
Party,  in  its  reasonable judgement, as a result  of  any  such
decree,  award  or  judgement,  believes  that  the  payment   or
performance  of any obligation secured by this Deed of  Trust  is
impaired,  Third Party may, without notice, declare  all  of  the
Indebtedness Secured Hereby immediately due and payable in  full.
Any  expenses incurred by the Third Party in intervening in  such
action  or  collecting such proceeds shall be reimbursed  to  the
Third Party first out of the proceeds.  The proceeds or any  part
thereof shall be applied upon or in reduction of the Indebtedness
Secured Hereby then most remotely to be paid, whether due or not,
without  the  application of any prepayment premium,  or  to  the
restoration  or repair of the Premises, the choice of application
to be solely at the discretion of Third Party.

      SECTION  4.3    DISBURSEMENT OF INSURANCE AND  CONDEMNATION
PROCEEDS.   Should  any  insurance or  condemnation  proceeds  be
applied  to  the  restoration  or  repair  of  the  Premises  the
restoration or repair shall be done under the supervision  of  an
architect  acceptable to Third Party and pursuant  to  plans  and
specifications  approved by the Third Party.  In  such  case  the
proceeds shall be held by Third Party for such purposes and  will
from time to time be disbursed by Third Party to defray the costs
of  such restoration or repair under such safeguards and controls
as  Third  Party may reasonably require to assure  completion  in
accordance with the approved plans and specifications and free of
liens  or claims.  First Party shall on demand deposit with Third
Party  and  sums  necessary to make up any deficits  between  the
actual  cost of the work and the proceeds and provide  such  lien
waivers  and  completion  bonds as  Third  Party  may  reasonably
require.  Any surplus which may remain after payment of all costs
of  restoration or repair may at the option of the Third Party be
applied  on account of the Indebtedness Secured Hereby then  most
remotely  to be paid, whether due or not, without application  of
any prepayment premium or shall be returned to First Party as its
interest  may appear, the choice of application to be  solely  at
the discretion of Third Party.

      SECTION  4.4    DISBURSEMENT OF INSURANCE AND  CONDEMNATION
PROCEEDS  PURSUANT  TO  THE  LEASE.   Should  any  insurance   or
condemnation   proceeds  be  required  to  be  applied   to   the
restoration or repair of the Premises according to the  terms  of
the Lease, Third Party shall make the same available pursuant  to
such terms.

                          ARTICLE FIVE
                        LEASES AND RENTS

      SECTION  5.1    FIRST PARTY TO COMPLY WITH  LEASES.   First
Party will, at its own cost and expense, perform, comply with and
discharge all of the obligations of First Party under any  leases
or  agreements  for  the use of the Premises  and  use  its  best
efforts  to  enforce or secure the performance of each obligation
and  undertaking of the respective tenants under any such  leases
and  will appear in and defend, at its own cost and expense,  any
action  or  proceeding arising out of or in any manner  connected
with  the  First Party's interest in any leases of the  Premises.
First  Party  shall  permit no assignment  or  surrender  of  any
tenant's interest under said leases unless the right to assign or
surrender  is  expressly reserved under the lease nor  anticipate
any installment of rent for more than one month in advance of its
due  date  nor  execute any mortgage or indenture  or  create  or
permit a lien which may be or become superior to any such leases,
nor  permit  a  subordination  of any  lease  to  such  mortgage,
indenture,  or lien.  First Party will not modify  or  amend  the
terms of any such leases nor borrow against or pledge the rentals
from  such  leases nor excuse or waive any default of the  tenant
thereunder without the prior written consent of the Third Party.

      SECTION 5.2   THIRD PARTY'S RIGHT TO PERFORM UNDER  LEASES.
Should  the First Party fail to perform, comply with or discharge
any   obligations  of  First  Party  under  any  lease  or  other
obligation  affecting  the Premises or  should  the  Third  Party
become  aware of or be notified by any tenant under any lease  or
by  other  party  to any agreement affecting the  Premises  of  a
failure on the part of First Party to so perform, comply with  or
discharge  its  obligations under said lease or agreement,  Third
Party  may,  but  shall not be obligated to, and without  further
demand  upon  the First Party, and without waiving  or  releasing
First  Party  from  any  obligation in this Indenture  contained,
remedy  such  failure, and the First Party agrees to  repay  upon
demand all sums incurred by the Third Party in remedying any such
failure  together with interest at the rate as specified  in  the
Note.   All such sums, together with interest as aforesaid  shall
become  so  much additional Indebtedness Secured Hereby,  but  no
such advance shall be deemed to relieve the First Party from  any
default hereunder.

      SECTION 5.3   ASSIGNMENT OF LEASES,PROFITS, AND RENTS.  The
First  Party does hereby sell, assign and transfer unto the Third
Party all of the leases, rents and profits now due and which  may
hereafter  become due under or by virtue of the  Lease,  and  any
other lease, whether written or verbal, or any agreement for  the
use  or occupancy of the Premises, it being the intention of this
Indenture to establish an absolute transfer and assignment of all
such  leases and agreements and all of the rents and profits from
the  Premises unto the Third Party including the right to collect
in  its  own name all of said rents and profits; provided,  First
Party  acknowledges  that Third Party shall  have  the  right  to
collect  and retain such rents and profits unless and  until  the
Indebtedness  Secured Hereby has been paid  in  full.   Until  an
event of default exists under this Indenture, any rents from  the
Premises  received  by  Third Party shall  be  first  applied  to
accrued  interest, then to principal.  Upon an event  of  default
and whether before or after a trustees sale or the institution of
legal  proceedings to foreclose this Indenture or before or after
sale  thereunder or during any period of redemption  existing  by
law,  the  Third Party, and without regard to waste, adequacy  of
the  security  or  solvency of the First Party,  may  revoke  the
application of rents stated above, and may at its option, without
notice and without in any way waiving such default, either (a) in
person  or  by  agent, with or without taking  possession  of  or
entering  the  Premises, with or without bringing any  action  or
proceeding, give, or require First Party to give, notice  to  any
or  all  tenants  under any Lease authorizing and  directing  the
tenant to pay such rents and profits to Third Party; continue  to
collect all of the rents and profits; enforce the payment thereof
and  exercise all of the rights of the Landlord under the  leases
and  all of the rights of Third Party hereunder; may enter  upon,
take possession of, manage and operate said Premises, or any part
thereof;  may cancel, enforce or modify the leases,  and  fix  or
modify rents make from time to time all alterations, renovations,
repairs  or  replacements and do any acts which the  Third  Party
deems  proper to protect the security hereof with or without  the
taking   possession  of  the  Premises;or  (b)  apply   for   the
appointment  of  a receiver in accordance with the  statutes  and
laws made and provided for, which receivership First Party hereby
consents  to,  who shall collect the rents and profits,  and  all
other  income of any kind; manage the premises so as  to  prevent
waste;   execute   leases  within  or  beyond   the   period   of
receivership,  and perform the terms of the Indenture  and  apply
the  rents and profits as hereinafter provided.  Any such  rents,
issues, and profits shall be applied to the payment when due  of:
(i) all reasonable fees of any receiver appointed hereunder, (ii)
tenants  security  deposits, (iii) prior or  current  real  state
taxes or special assessments then due,(iv) premiums for insurance
of  the  type  required by the Indenture or, if the Indenture  so
requires,  to  the periodic escrow for payment of  the  taxes  or
special   assessments  then  due,  and  (v)   such   alterations,
renovations,  repairs and replacements and expenses  incident  to
taking and retaining possession of the Premises and managing  and
operating the same and keeping the same properly insured and  all
expenses for normal maintenance of the Premises, with interest on
all such items, in such order of priority as to any of such items
as Third Party in its sole discretion may determine, any statute,
law,  custom, or use to the contrary notwithstanding.  Any  rents
remaining  after application or the above items shall be  applied
to  the  Indebtedness Secured Hereby.  If the Premises  shall  be
foreclosed and sold pursuant to a foreclosure sale, then:

          (a)   If  the  Third  Party is  the  purchaser  at  the
          foreclosure sale, the rents shall be paid to the  Third
          Party  to  be  applied to the extent of any  deficiency
          remaining after the sale, the balance to be retained by
          the Third Party, and if the Premises be redeemed by the
          First  Party or any other party entitled to redeem,  to
          be  applied  as  a credit against the redemption  price
          with any remaining excess rents to be paid to the First
          Party,  provided, if the Premises not be redeemed,  any
          remaining  excess rents to belong to the Third   Party,
          whether or not a deficiency exists;

          (b)   If  the Third Party is not the purchaser  at  the
          foreclosure sale, the rents shall be paid to the  Third
          Party  to  be  applied  first, to  the  extent  of  any
          deficiency remaining after the sale, the balance to  be
          retained  by  the  purchaser, and if  the  Premises  be
          redeemed by the First Party or any other party entitled
          to   redeem,  to  be  applied  as  credit  against  the
          redemption  price with any remaining  excess  rents  to
          paid to the First Party; provided, if the Premises  are
          not  redeemed, any remaining excess rents shall be paid
          first  the  purchaser  at the foreclosure  sale  in  an
          amount  equal  to the interest accrued  upon  the  sale
          price,  then  to the Third Party to the extent  of  any
          deficiency  remaining unpaid and then the remainder  to
          the purchaser.

The  entering  upon  and taking possession of the  Premises,  the
collection of such rents and profits and the application  thereof
as  aforesaid  shall  not cure or waive any defaults  under  this
Indenture nor in any way operate to prevent the Third Party  from
pursuing  any  other remedy which it may now  or  hereafter  have
under  the  terms of this Indenture or shall it  in  any  way  be
deemed  to  constitute the Third Party a mortgagee-in-possession.
The  rights and powers of the Third Party hereunder shall  remain
in  full force and effect both prior to and after any foreclosure
of  the  Indenture  and  any  sale  pursuant  thereto  and  until
expiration of the period of redemption from said sale, regardless
of whether a deficiency remains from the sale.

First  Party  covenants and represents to Third  Party  that  (i)
First  Party has full right, title, power and authority to assign
the leases and the rents, income and profits due or to become due
thereunder, (ii) no other assignment of any interest therein  has
been  made,  (iii)  there  are  no existing  defaults  under  the
provisions of the leases, (iv) First Party has not performed  any
act  or  executed any instrument which might prevent Third  Party
from  operating  under any terms and conditions hereof  or  which
would  have limited First Party in such operation, and (v)  First
Party has not accepted and will not accept rent in excess of  one
month in advance.

First  Party  hereby authorizes Third Party  to  give  notice  in
writing  of this Assignment at any time and from time to time  to
any tenant under any of the leases.  The Third Party shall not be
obligated to perform or discharge any obligation or liability  of
the  landlord under any of said leases or under or by  reason  of
this  Assignment; and the First Party shall and does hereby agree
to  indemnify and hold the Third Party harmless of and  from  any
and  all expenses, liability, loss or damage which it might incur
under  said leases or under or by reason of this Assignment,  and
of  and  from  any  and  all  claims by  reason  of  any  alleged
obligations  or undertakings on its part to perform or  discharge
any  of  the  terms, covenants, or agreements  contained  in  the
leases  except  by  reason of Third Party's gross  negligence  or
willful misconduct.

Should Third Party incur any liability, loss, or damage under the
leases  or  under  or  by reason of this Assignment,  or  in  the
defense  of  any  such  claims or demands,  the  amount  thereof,
including costs, expenses, and reasonable attorney's fees,  shall
be  secured  hereby;  First  Party shall  reimburse  Third  Party
therefor immediately upon demand, and upon failure of First Party
so  to  do,  Third  Party  may declare all  sums  secured  hereby
immediately due and payable.

The purchaser at any foreclosure sale, including the Third Party,
shall  have  the  right, at any time and without  limitation,  to
advance money to any receiver appointed hereunder to pay any part
or  all  of  the  items  which the receiver  would  otherwise  be
authorized  to pay if cash were available from the  Premises  and
the  sum so advanced, with interest at the rate provided  for  in
the  Note,  shall be a part of the sum required  to  be  paid  to
redeem from any foreclosure sale.

The  rights hereunder shall in no way be dependent upon and shall
apply  without regard to whether the Premises are  in  danger  of
being lost, materially injured or damaged or whether the Premises
are  adequate to discharge the Indebtedness Secured  Hereby.  The
rights  contained  herein  are  in  addition  to  and  shall   be
cumulative  with the rights given in any separate instrument,  if
any, assigning any leases, rents and profits of the Premises  and
shall  not  amend  or  modify the rights  in  any  such  separate
agreement.

Third  Party may take or release other security, may release  any
party  primarily  or  secondarily  liable  for  any  Indebtedness
Secured  Hereby,  may grant extensions, renewals  or  indulgences
with  respect  to  such indebtedness, and  may  apply  any  other
security  therefor  held  by  it  to  the  satisfaction  of  such
indebtedness,  without prejudice to any of its rights  hereunder.
The  violation  of  any  of  the covenants,  representations,  or
provisions contained herein by First Party shall be deemed to  be
a  default hereunder and under the terms of the Note and Deed  of
Trust.   A default by First Party under the terms of any  of  the
leases  which  would entitled the lessee or tenant thereunder  to
cancel  and terminate such lease shall be deemed a default  under
the  terms  of  the Note and the Deed of Trust.  Any expenditures
made  by  Third Party in curing any such default on First Party's
behalf,  with interest thereon at the highest lawful rate,  shall
become part of the Indebtedness Secured Hereby.

                          ARTICLE SIX
                     RIGHTS OF THIRD PARTY

      SECTION  6.1   RIGHT TO CURE DEFAULT.  If the  First  Party
shall fail to comply with any of the covenants or obligations  of
this  Indenture, the Third Party may, but shall not be  obligated
to,  without further demand upon First Party, and without waiving
or  releasing  First Party from any obligation in this  Indenture
contained,  remedy such failure, and the First  Party  agrees  to
repay  upon  demand  all  sums incurred by  the  Third  Party  in
remedying any such failure together with interest at the rate  as
specified in the Note.  All such sums, together with interest  as
aforesaid  shall  become so much additional Indebtedness  Secured
Hereby, but no such advance shall be deemed to relieve the  First
Party from any failure hereunder.

      SECTION  6.2   NO CLAIM AGAINST THE THIRD PARTY OR TRUSTEE.
Nothing  contained in this Indenture shall constitute any consent
or request by the Third Party or Trustee, express or implied, for
the performance of any labor or services or for the furnishing of
any materials or other property in respect of the Premises or any
part  thereof,  nor as giving the First Party  or  any  party  in
interest  with  First  Party any right,  power  or  authority  to
contract  for or permit the performance of any labor or  services
or  the  furnishing of any materials or other  property  in  such
fashion as would create any personal liability against the  Third
Party or Trustee in respect thereof or would permit the making of
any claim that any lien based on the performance of such labor or
services  or  the  furnishing  of any  such  materials  or  other
property is prior to this Indenture.

     SECTION 6.3   INSPECTION.  First Party will permit the Third
Party's authorized representatives to enter the Premises  at  all
times  for the purpose of inspecting the same; provided the Third
Party  shall have no duty to make such inspections and shall  not
incur  any  liability or obligation for making or not making  any
such inspections.

      SECTION  6.4   WAIVERS; RELEASES; RESORT TO OTHER SECURITY,
ETC.  Without  affecting the liability of any  party  liable  for
payment of any Indebtedness Secured Hereby or performance of  any
obligation contained herein, and without affecting the rights  of
the  Third  Party  or Trustee with respect to  any  security  not
expressly released in writing, the Third Party may, at any  time,
and  without notice to or the consent of the First Party  or  any
party  in interest with the Premises or the Note (a) release  any
person  liable for payment of all or any part of the Indebtedness
Secured  Hereby or for performance of any obligation herein,  (b)
make  any agreement extending the time or otherwise altering  the
terms  of payment of all or any part of the Indebtedness  Secured
Hereby  or modifying or waiving any obligation, or subordinating,
modifying  or  otherwise dealing with the lien or charge  hereof,
(c) accept any additional security, (d) release or otherwise deal
with any property, real or personal, including any or all of  the
Premises,  including making partial releases of the Premises;  or
(e)  resort  to  any security agreements, pledges,  contracts  of
guarantee,  assignments of rents and leases or other  securities,
and  exhaust any one or more of said securities and the  security
hereunder, either concurrently or independently and in such order
as it may determine.

      SECTION  6.5    RIGHTS CUMULATIVE.  Each  right,  power  or
remedy herein conferred upon the Third Party is cumulative and in
addition  to  every  other right, power  or  remedy,  express  or
implied,  now or hereafter arising, available to Third Party,  at
law  or  in  equity,  or  under the  Code,  or  under  any  other
agreement, and each and every right, power and remedy herein  set
forth or otherwise so existing may be exercised from time to time
as  often  and  in such order as may be deemed expedient  by  the
Third Party and shall not be a waiver of the right to exercise at
any  time thereafter any other right, power or remedy.  No  delay
or  omission  by the Third Party in the exercise  of  any  right,
power  or  remedy  arising hereunder or arising  otherwise  shall
impair any such right, power or remedy or the right of the  Third
Party to resort thereto at a later date or be construed to  be  a
waiver of any default or event of default under this Indenture or
the Note.

    SECTION   6.6    SUBSEQUENT  AGREEMENTS.   Any   agreement
hereafter  made by First Party and Third Party pursuant  to  this
Indenture  shall be superior to the rights of the holder  of  any
intervening lien or encumbrance.

     SECTION 6.7   WAIVER OF APPRAISEMENT, HOMESTEAD, MARSHALING.
The First Party hereby waives to the full extent lawfully allowed
the  benefit of any homestead, appraisement, evaluation, stay and
extension  laws now or hereinafter in force.  First Party  hereby
waives  any rights available with respect to marshaling of assets
so  as  to  require  the separate sales of  any  portion  of  the
Premises,  or  as  to  require the Third  Party  to  exhaust  its
remedies  against  a  specific portion  of  the  Premises  before
proceeding against the other and does hereby expressly consent to
and  authorize the sale of the Premises or any part thereof as  a
single unit or parcel.

      SECTION  6.8    BUSINESS LOAN REPRESENTATIONS.   The  First
Party  represents  and  warrants to Third  Party  that  the  loan
evidenced  by the Note is a business loan transacted  solely  for
the  purpose of carrying on the business of First Party and  does
not constitute the homestead of First Party.

                         ARTICLE SEVEN
                 EVENTS OF DEFAULT AND REMEDIES

      SECTION  7.1   EVENTS OF DEFAULT.  It shall be an event  of
default  under this Indenture if (a) the First Party or  any  co-
maker,  guarantor  or surety shall fail to pay any  principal  or
interest  on  the Note when and as the same becomes due  (whether
Tenant  shall  pay rent under the Lease or not, or  whether  such
failure  of First Party to pay shall occur at the stated maturity
or at a date fixed for any installment payment or any accelerated
payment date or otherwise); or (b) the First Party shall fail  to
comply  with or perform any of the terms, conditions or covenants
of  the  Note or of this Indenture; or (c) the First Party  shall
fail  to  pay when due any other Indebtedness Secured Hereby;  or
(d)  the  First Party, or any maker, guarantor or surety  of  the
Note  shall  make an assignment for the benefit of its creditors,
or  shall admit in writing its inability to pay its debts as they
become  due or shall file a petition in bankruptcy, or  shall  be
adjudicated  a  bankrupt or insolvent, or shall file  a  petition
seeking    any    reorganization,    dissolution,    liquidation,
arrangement,  composition, readjustment or similar  relief  under
any  present or future bankruptcy or insolvency statute,  law  or
regulation or shall file an answer admitting to or not contesting
the  material allegations of a petition filed against it in  such
proceedings, or shall not within sixty (60) days after the filing
of  such a petition have the same dismissed or vacated, or  shall
seek  or  consent  to  or  acquiesce in the  appointment  of  any
trustee,  receiver  or  liquidator of  a  material  part  of  its
properties,  or  shall  not  within sixty  (60)  days  after  the
appointment  without  the  consent or acquiescence  of  it  of  a
trustee,  receiver  or  liquidator of any material  part  of  its
properties have such appointment vacated; or (e) the First  Party
shall  default  in  the performance of any terms,  conditions  or
covenants of any other instrument securing the Note; or  (f)  any
representation  or warranty made by First Party  herein,  in  the
Note or in any other instrument securing the Note shall be false,
breached  or  dishonored; or (g) the First Party  or  any  maker,
guarantor or surety of the Note shall be adjudged incompetent  or
die and satisfactory provisions are not made for the substitution
of  the liability of said party's estate for the repayment of the
Indebtedness  Secured  Hereby  or  the  First  Party   shall   be
dissolved, liquidated or wound up.

      SECTION 7.2   THIRD PARTY AND TRUSTEE'S POWER TO ACCELERATE
AND SELL.

          (a)   Upon  default by First Party in the payment  when
          due,  time  being  of the essence, of any  Indebtedness
          Secured  Hereby,  or  default by  First  Party  in  the
          performance of any agreement hereunder, or an event  of
          default  shall occur, then all of the unpaid  principal
          Indebtedness Secured Hereby, including any payments  or
          advances  made  by  Third Party  under  the  provisions
          hereof,  together with all earned or accrued  interest,
          court  costs, and reasonable attorney's fees hereunder,
          shall  without demand or presentment, notice,  protest,
          or  action  of  any nature (each of which is  expressly
          waived  by First Party hereby) at the option  of  Third
          Party immediately become due and payable, and the  said
          Trustee  hereunder shall at the request of  said  Third
          Party enforce this Trust;and

          (b)  and after advertising the time, place and terms of
          the  sale,  and the property to be sold, by posting  or
          causing  to be posted written or printed notice thereof
          for  at least the number of days required by applicable
          law  or  statute, including but not limited to  Section
          51.002,  Texas Property Code, as amended,  successively
          next  before  the date of said sale at  the  courthouse
          door  of the county or counties where said real  estate
          is  situated, and with the County Clerk of such  county
          or counties, which notices may be posted by the Trustee
          acting  or by any other person, the Trustee shall  sell
          the  same,  in  accordance with such  advertisement  at
          public auction in front of the courthouse door of  such
          county  or counties where such real estate is  situated
          on  the first Tuesday of any month between the hours of
          l0:00 A.M. and 4:00 P.M. to the highest bidder for cash
          and sell all the property so advertised, as an entirety
          or in parcels as the Trustee acting may elect, and make
          due  conveyance  to  the purchaser or  purchasers  with
          general  warranty binding said First Party herein,  its
          successors  and assigns.  And a sale of less  than  the
          whole  of the property herein conveyed or any defective
          or  irregular sale made hereunder shall not exhaust the
          power  of  sale herein conferred, but subsequent  sales
          hereunder  may be made as long and as often as  any  of
          this Indebtedness Secured Hereby remains unpaid and any
          of said property exists. The recitals in any conveyance
          executed by the Trustee shall be full evidence  of  the
          truth   of   the  matters  therein  stated,   and   all
          prerequisites  to said sale shall be presumed  to  have
          been  performed, and such sale and conveyance shall  be
          conclusive  against First Party, regardless of  whether
          such  prerequisites actually shall have been performed.
          Third Party may become the purchaser at any sale, being
          the highest bidder, and

          (c)   In addition to the posting of the notice provided
          above, Third Party shall, at least twenty-one (21) days
          preceding   the  date  specified  in  the   hereinabove
          described  notice as the date upon which said  property
          will be sold as aforesaid, serve written notice of  the
          proposed   sale  by  certified  mail  on  each   debtor
          obligated to pay such debt according to the records  of
          the  Third Party, which service shall be completed upon
          deposit of the notice, or a copy thereof, enclosed in a
          postpaid  wrapper, properly addressed to each  of  such
          debtors  at  the most recent address as  shown  by  the
          records  of  Third Party, in a post office or  official
          depository  under the care and custody  of  the  United
          States  Postal  Service,  or  its  successors.   It  is
          expressly  agreed  that  the affidavit  of  any  person
          having  knowledge of the facts to the effect that  such
          service  was  completed as aforesaid,  shall  be  prima
          facie  evidence of the fact of such service and  it  is
          further  expressly  agreed and  stipulated  that  Third
          Party,  or employee, agent, or representative of  Third
          Party may make such service as aforesaid, and

          (d)   The  Trustee making such sale shall  receive  the
          proceeds thereof and apply the same as follows: (1) pay
          the   reasonable  expenses  of  this  trust   and   the
          attorney's fees provided in said Note; (2) all  amounts
          with  interest as aforesaid that may have been expended
          by  the  holder of any part of the Indebtedness Secured
          Hereby  arising  under  the  covenants  and  agreements
          hereinabove  contained and not evidenced by  the  Note;
          (3) all past due interest and accrued interest; (4) the
          unpaid  principal of the Indebtedness  Secured  Hereby;
          and (5) the remainder of such proceeds of sale, if any,
          shall  be paid to First Party or its assigns.   In  the
          event   the  hereinbefore  described  property  becomes
          vacant  and remains vacant for a period of thirty  (30)
          days, or in case any default is made in the payment  of
          the   Indebtedness  Secured  Hereby,  or  any   portion
          thereof, or in case default is made in any covenant  or
          agreement  made herein, or in the Note secured  hereby,
          then all rents, revenues, rights and profits arising or
          accruing  from  said  property,  are  hereby  assigned,
          transferred and set out to Third Party, and Third Party
          is  hereby expressly authorized and empowered to  enter
          upon  said Premises, take possession thereof  and  rent
          same  for such rental as it may deem proper; to collect
          and  receive all rentals, revenues, rights and  profits
          arising  or  accruing  therefrom,  and  to  manage  and
          control  said  property  so long  as  such  vacancy  or
          default  shall  continue, and  all  tenants,  or  other
          persons then in possession of said property, are hereby
          directed upon production of this Indenture or certified
          copy  hereof,  to pay all such rents, revenues,  rights
          and  profits  to  Third Party.  The provision  of  this
          Section  shall  become effective immediately  upon  the
          happening of any such vacancy or default, and as  often
          as same shall occur, and shall remain effective so long
          as  any  such  vacancy or default shall continue.   Any
          monies   or  rents  collected  by  Third  Party,   less
          reasonable expenses of collection, shall be applied  on
          the Indebtedness Secured Hereby, and to such portion or
          items  of  said indebtedness as Third Party may  elect.
          The  exercise of its rights under this Section by Third
          Party shall not in anyway prejudice or impair otherwise
          its  right  of foreclosure hereunder, nor  shall  Third
          Party be liable for any inability or failure to collect
          such rents.  First Party specifically agrees that after
          any sale under this Indenture it shall be a mere tenant
          at  sufferance of the purchaser of said property at the
          Trustee's sale, and that purchaser shall be entitled to
          immediate  possession thereof, and that  if  the  First
          Party  fails  to  vacate the Premises immediately,  the
          purchaser may, and he shall have the right to  go  into
          any  justice court in the precinct or county  in  which
          the  property is located and file an action in forcible
          entry and detainer, which action shall lie against  the
          First Party as tenant at sufferance,and

          (e)  Third Party may, at its option, accomplish all  or
          any  of  the  aforesaid in such manner as permitted  or
          required  by Chapter 51 of the Texas Property  Code  as
          then amended relating to the sale of real estate or  by
          Chapter  9  of  the  Texas Business and  Commerce  Code
          relating to the sale of collateral after default  by  a
          debtor (as said article or chapter now exist or may  be
          hereinafter  amended or succeeded),  or  by  any  other
          present  or subsequent articles or enactments  relating
          to  same.  In instances where the personalty is located
          in states other than Texas, such sales shall be made in
          accordance with local law for such state, including, to
          the  extent there relevant, the Uniform Commercial Code
          there  in  effect.  Nothing contained in the  Paragraph
          shall  be construed to limit in any way Trustee's right
          to  sell  the Premises by private sale if, and  to  the
          extent  that  such  private  sale  is  permitted  under
          applicable law or by public or private sale after entry
          of  a  judgment by any court of competent  jurisdiction
          ordering same.  At any such sale:

          (i)     whether made under the
                  power  herein contained, the aforesaid  Chapter
                  51   the   Texas  Property  Code,   any   other
                  applicable  law  or by virtue of  any  judicial
                  proceedings or any other legal right, remedy or
                  recourse, it shall not be necessary for Trustee
                  to   have   physically  present,  or  to   have
                  constructive possession of, the Premises (First
                  Party  shall deliver to Trustee any portion  of
                  the  Premises  not  actually or  constructively
                  possessed by Trustee immediately upon demand by
                  Trustee)   and  the  title  to  and  right   of
                  possession of any such property shall  pass  to
                  the  purchaser thereof as completely as if  the
                  same had been actually present and delivered to
                  purchaser at such sale;

         (ii)     each instrument
                  of conveyance executed by Trustee shall contain
                  a general warranty of title, binding upon First
                  Party;

        (iii)     each and  every
                  recital   contained   in  any   instrument   of
                  conveyance  made by Trustee shall  conclusively
                  establish the truth and accuracy of the matters
                  recited therein, including, without limitation,
                  matters  recited  therein,  including,  without
                  limitation,  nonpayment  of  the  Indebtedness,
                  advertisement and conduct of such sale  in  the
                  manner provided herein and otherwise by law and
                  appointment of any successor Trustee hereunder;

         (iv)     any  and   all
                  prerequisites to the validity thereof shall  be
                  conclusively presumed to have been performed;

          (v)     the receipt of Trustee
                  or  of  such other party or officer making  the
                  sale  shall be sufficient to discharge  to  the
                  purchaser  or  purchasers  for  his  or   their
                  purchase  money,  and  no  such  purchaser   or
                  purchasers, or his or their assigns or personal
                  representatives, shall thereafter be  obligated
                  to  see  to  the  application of such  purchase
                  money  be  in any way answerable for any  loss,
                  misapplication or nonapplication thereof;

         (vi)     to the  fullest
                  extent  permitted by law, First Party shall  be
                  completely and irrevocably divested of  all  of
                  its  right,  title, interest, claim and  demand
                  whatsoever, either at law or in equity, in  and
                  to the property sold, and such sale shall be  a
                  perpetual  bar,  both at  law  and  in  equity,
                  against  First  Party  and  against  all  other
                  persons claiming or to claim the property  sold
                  or  to  any part thereof by, through  or  under
                  First Party; and

        (vii)     to the extent and
                  under  such  circumstances as are permitted  by
                  law, Third Party may be a purchaser at any such
                  sale.

       SECTION  7.3   DIVESTMENT OF RIGHTS; TENANT AT SUFFERANCE.
After  sale of the Premises, or any portion thereof, First  Party
will  be  divested  of any and all interest  and  claim  thereto,
including any interest or claim to all insurance policies, bonds,
loan  commitments and other intangible property  covered  hereby.
Additionally, with respect to the Premises, after a sale  of  all
or  any  portion thereof, First Party will be considered a tenant
at  sufferance  of the purchaser of the same, and said  purchaser
shall  be entitled to immediate possession thereof, and if  First
Party  shall  fail to vacate the Premises immediately,  purchaser
may  and  shall have the right, without further notice  to  First
Party, to go into any justice court in any precinct or county  in
which  the  Premises  is located and file an action  in  forcible
entry  and  detainer, which action shall lie  against  the  First
Party  or  its assigns or legal representatives, as a  tenant  at
sufferance.   This remedy is cumulative of any and  all  remedies
the Third Party may have hereunder or otherwise.

       SECTION  7.4   RECEIVER.   Upon an  event  of  default  or
bringing of any suit or action to foreclose this Indenture or  to
enforce  any  other remedy available hereunder, the  Third  Party
shall be entitled as a matter of right without notice and without
giving  bond and without regard to the solvency or insolvency  of
the  First  Party, or waste of the Premises or  adequacy  of  the
security of the Premises, to obtain the appointment of a receiver
of  all  of  the Premises and of the earnings, rents and  profits
thereof under any statute or law providing for the same with  the
right to apply the earnings, rents and payments to the costs  and
expenses  of  the  receivership, including reasonable  attorney's
fees, to the repayment of the Indebtedness Secured Hereby and  to
the  operation, maintenance, upkeep and repair of  the  Premises,
including  payment  of  taxes on the  Premises  and  payments  of
premiums  of  insurance on the Premises to which appointment  the
First Party does hereby irrevocably consent.

       SECTION 7.5  RIGHTS UNDER CODE.  In addition to the rights
available  to the Third Party hereunder, Third Party  shall  also
have all the rights, remedies and recourse available to a secured
party  under the Uniform Commercial Code including the  right  to
proceed  under  the  provisions of the  Uniform  Commercial  Code
governing  default  as  to any Personal  Property  which  may  be
included in the Premises or which may be deemed non-realty or  to
proceed  as  to  such  personal property in accordance  with  the
procedures and remedies available pursuant to a trustee's sale or
foreclosure of real estate, in addition to, and not in limitation
of the other rights, remedies, and recourses afforded by the Note
and at law or in equity.

       SECTION  7.6   RIGHT TO DISCONTINUE PROCEEDINGS.   In  the
event  Third  Party shall have requested Trustee  to  invoke  any
right,  remedy  or  recourse permitted under this  Indenture  and
shall thereafter elect to discontinue or abandon the same for any
reason, Third Party shall have the unqualified right to do so and
in  such  event  First Party, Trustee and Third  Party  shall  be
restored   to  their  former  positions  with  respect   to   the
Indebtedness  Secured Hereby.  This Indenture, the  Premises  and
all  rights, remedies and recourse of Third Party shall  continue
as if the same had not been invoked.

      SECTION 7.7  SUCCESSOR TRUSTEE.  At the option of the Third
Party,  with  or  without any reason, a successor  or  substitute
Trustee  may  be appointed by Third Party without  any  formality
other  than a designation in writing of a successor or substitute
Trustee,  who shall thereupon become vested with and  succeed  to
all  the powers and duties given to the Trustee herein named, the
same  as  if  the successor or substitute Trustee had been  named
original Trustee herein; and such right to appoint a successor or
substitute Trustee shall exist as often and whenever Third  Party
desires.   If  Third Party is a corporation, the corporation  may
act  through any authorized officer, or by any agent or  attorney
in fact properly authorized by any such officer.

                         ARTICLE EIGHT
                      HAZARDOUS MATERIALS

      SECTION 8.1   DEFINITIONS.

            a.    "Hazardous Substance" means hazardous substance
            or    waste,    toxic   substances,   polychlorinated
            biphenyls.  asbestos or related materials,  including
            but  not limited to, substances defined as "hazardous
            substance(s),"   "toxic   substance(s),"   "hazardous
            waste,"   "pollutant,"   or  "contaminant"   in   the
            Comprehensive Environmental Response Compensation and
            Liability  Act  of 1980, as amended, 42  U.S.C.  Sec.
            9061,  et  seq.  ("CERCLA"), the Hazardous  Materials
            Transportation Act, 49 U.S.C. Sec. 6901, et seq., the
            Federal  Resource Conservation and  Recovery  Act  of
            1976  ("RCRA") and any other federal, state or  local
            environmental     laws,    statutes,     regulations,
            requirements  and ordinances.  The term does  include
            petroleum,  including  crude  oil  or  any   fraction
            thereof,   natural  gas  and  natural  gas   liquids,
            liquefied  natural gas, and synthetic gas usable  for
            fuel or mixtures thereof.

            b.      Hazardous  Substance  Claim  ("Claim")  means
            discovery  of Hazardous Substance on the Premises  or
            receipt of a notice, claim, demand or complaint  from
            any  government  agency or office or from  any  third
            party  for the payment of damages, costs or  expenses
            for  Hazardous Substance disposal or remedial  action
            pursuant  to federal, state or local law relative  to
            the  Premises  and   relating to Hazardous  Substance
            deposited  on  the Premises prior to  the  time  that
            Third   Party  becomes  an  owner  of  the  Premises,
            including,  but  not limited to, legal,  engineering,
            testing  and other fees.  A "Claim" shall not include
            deposits  of any Hazardous Substance by Third  Party,
            its agents or employees.

            c.     Hazardous  Substance  Liability  ("Liability")
            means  the  occurrence of a claim, and  all  damages,
            costs and expenses in connection therewith, including
            but  not  limited to legal, engineering, testing  and
            other  fees,  and including a final determination  or
            judgment entered or agreed upon.

        SECTION  8.1    CERTIFICATION.   First  Party  covenants,
represents  and  warrants  to Third  Party,  its  successors  and
assigns, (i) that it has not used or permitted the Premises to be
used,  and  will not knowingly permit the Premises  to  be  used,
whether  directly or through contractors, agents or tenants,  and
to   the   best  of  First  Party's  knowledge  after  reasonable
investigation and except as disclosed to Third Party  in  writing
prior to the date thereof, the Premises has not at any time  been
used   for   the  generating,  transporting,  treating,  storage,
manufacture,  emission or, disposal of any  Hazardous  Substance;
(ii)  to the best of First Party's actual knowledge, that  except
as disclosed to Third Party in writing prior to the date thereof,
there  have  been  no investigations or reports  involving  First
Party or the Premises by any governmental authority which in  any
way  pertain to Hazardous Substances; (iii) to the best of  First
Party's  actual  knowledge, except as disclosed  to  Third  Party
prior to the date hereof, that the operation of the Premises  has
not  violated  and  is  not currently violating,  and  shall  not
violate during the term of this Deed of Trust, any federal, state
or  local  law,  regulation, ordinance or  requirement  governing
Hazardous  Substance;  (iv) to the best of First  Party's  actual
knowledge,  that the Premises is not listed in the United  States
Environmental  Protection Agency's National  Priorities  List  of
Hazardous  Waste  Sites  nor  any  other  list,  schedule,   log,
inventory  or  record of Hazardous Substance or  hazardous  waste
sites, whether maintained by the United States Government or  any
state or local agency; and (v) that, to the best of First Party's
actual knowledge, the Premises does not contain any formaldehyde,
urea or asbestos, except as may have been disclosed in writing to
the  Third Party by the First Party at the time of execution  and
delivery of this Deed of Trust.

       SECTION 8.3   NOTICE.  If a Claim occurs, the First  Party
upon  receiving  actual  or  constructive  notice  thereof  shall
immediately notify the Third Party in writing.

       SECTION  8.4   DISPOSAL.  If a Claim occurs,  First  Party
will  proceed immediately and diligently after receipt of  notice
of  the Claim to dispose of or secure the Hazardous Substance  in
full compliance with all applicable laws and regulations, and  if
First  Party  fails to commence disposal or security within  five
(5)  days  after receipt of notice of a Claim or if in  the  sole
opinion  of Third Party the Hazardous Substance imposes a  threat
requiring  immediate attention, Third Party  may  at  its  option
proceed  to  so  dispose  of or secure the  Hazardous  Substance,
provided, however, if the First Party in good faith believes that
the  claimed  Hazardous  Substance is not  in  fact  a  Hazardous
Substance,  First  Party shall have the right to  challenge  such
Claim  in  an  appropriate forum before commencing such  disposal
work.

       SECTION 8.5   LEGAL ACTIONS.  In the event legal action is
taken  against Third Party or the Premises regarding a Claim,  or
commenced by First Party to challenge a Claim, First Party  shall
defend  such  action at its own expense, and  Third  Party  shall
cooperate  with First Party in the defense thereof, or  at  Third
Party's  election,  assume the defense at the  expense  of  First
Party.   Third Party shall have the right to join First Party  as
party  defendant in any such legal action brought against  it  or
the Premises, and First Party hereby consents to the entry of  an
order making it a party defendant.

       SECTION  8.6   INDEMNITY.  First Party shall at all  times
indemnify  and  save Third Party harmless from  and  against  all
liability  which Third Party may, for any cause and at any  time,
sustain  or incur by reason of a Claim, including but not limited
to  any  loss,  including attorneys fees,  as  a  result  of  any
inaccuracy in any statements herein certified.

       SECTION  8.7   PAYMENT BY FIRST PARTY.  First Party  shall
pay, upon demand by Third Party, the amount of any Liability paid
by  Third  Party.   First Party shall satisfy and  discharge  any
judgment recovered against Third Party or the Premises by  reason
of  such  Liability promptly after the entry thereof,  unless  an
appeal  is  taken and any bonds required to stay  the  collection
thereof  are  procured  and filed by First  Party.   If  a  final
judgment  is  entered against Third Party or the  Premises  after
appeal,  Third  Party shall satisfy and discharge such  judgment.
Third Party may in its reasonable discretion make any payment  as
required  herein, and First Party shall promptly repay  to  Third
Party the amount of such payment, with interest.

       SECTION 8.8   RELIANCE AND BENEFIT.  First Party is  aware
that  Third Party is relying on the representations and covenants
contain  in this Article in making the loan secured by this  Deed
of  Trust,  and all collateral security documents.  This  Article
shall  be  binding  upon and shall inure to the  benefit  of  the
parties, their legal representatives, successors, and assigns and
shall survive the foreclosure of this Deed of Trust or acceptance
of a deed in lieu of such a foreclosure.

                          ARTICLE NINE
                         MISCELLANEOUS

       SECTION  9.1    RELEASE OF TRUST.  When  all  Indebtedness
Secured  Hereby has been paid, this Indenture and all assignments
herein contained shall be released at the cost and expense of the
First Party, otherwise to remain in full force and effect.

      SECTION 9.2   CHOICE OF LAW.  This Indenture is intended to
be  construed under the laws of the state where the Premises  are
situate.

       SECTION 9.3   CHANGES OF OWNERSHIP.  In the event that the
ownership  of the Premises becomes vested in a person or  persons
other than the First Party, the Third Party may continue to  deal
with  the  First Party without any obligation to deal  with  such
successor  or  successors  in interest  with  reference  to  this
Indenture  and the Indebtedness Secured Hereby until notified  of
such  vesting.   Upon  such notification,  the  Third  Party  may
thereafter  deal  with  such successor in place  of  First  Party
without  any obligation to thereafter deal with First  Party  and
without  waiving any liability of First Party hereunder or  under
the Note.  The First Party shall give immediate written notice to
the  Third  Party  of  any  conveyance,  transfer  or  change  of
ownership  of the Premises but nothing in this Section  contained
shall  constitute  the consent of the Third  Party  to  any  such
conveyance, transfer or change or negate any provisions elsewhere
in  this  Indenture giving Third Party the right to  declare  the
entire unpaid balance of the Indebtedness Secured Hereby due  and
payable immediately on such vesting.

       SECTION 9.4   SUCCESSORS AND ASSIGNS.  This Indenture  and
each  and  every  covenant, agreement and other provision  hereof
shall  be  binding  upon the First Party and its  successors  and
assigns including without limitation each and every from time  to
time  record owner of the Premises or any other person having  an
interest therein, shall run with the land, and shall inure to the
benefit  of  the Third Party and its successors and  assigns.  As
used  herein  the words "successors and assigns"  shall  also  be
deemed to include the heirs, representatives, administrators  and
executors of any natural person who is a party to this Indenture.

       SECTION  9.5    UNENFORCEABILITY OF CERTAIN CLAUSES.   The
enforceability or invalidity of any provisions hereof  shall  not
render   any  other  provision  or  provisions  herein  contained
unenforceable or invalid.

       SECTION  9.6    CAPTIONS AND HEADINGS.  The  captions  and
headings  of  the  various sections of  this  Indenture  are  for
convenience  only  and are not to be construed  as  confining  or
limiting in any way the scope or intent of the provisions hereof.
Whenever  the  context  requires or permits  the  singular  shall
include the plural, the plural shall include the singular and the
masculine, feminine and neuter shall be freely interchangeable.

       SECTION 9.7   NOTICES.  Any notice which any party  hereto
may desire or may be required to give to any other party shall be
in   writing  and  the  mailing  thereof  by  certified  mail  or
nationally  recognized  overnight  carrier  to  their  respective
addresses as set forth in this Indenture or to such other  places
any  party  hereto  may hereafter by notice in writing  designate
shall constitute service of notice hereunder.

       SECTION  9.9   LIMITATIONS.  All agreements between  First
Party  hereof and Third Party hereof are hereby expressly limited
so  that in no contingency or event whatsoever, shall the  amount
paid,  or  agreed to be paid, to the Third Party hereof  for  the
use,  forbearance or detention of the money to  be  loaned  under
said  Note exceed the maximum amount permissible under applicable
law.  If, for any circumstances whatsoever, fulfillment of any of
the provisions hereof or of said Note at the time performance  of
such provision shall be due, shall involve transcending the limit
of  validity prescribed by law, then, ipso facto, the  obligation
to  be  fulfilled shall be reduced to the limit of such validity,
and  if  from  any circumstances Third Party hereof  should  ever
receive  as  interest  an amount that would  exceed  the  highest
lawful  rate, such amount that would be excessive interest  shall
be  applied  to the reduction of the principal amount owed  under
said Note and not to the payment of interest or shall be refunded
to First Party hereof.

       SECTION  9.9   TRUSTEE.  Trustee accepts this  Trust  when
this  Indenture, duly executed and acknowledged is made a  public
record as provided by law.

       SECTION 9.10  REQUEST FOR COPY OF NOTICE OF DEFAULT. First
Party  requests that a copy of any notice of default and  of  any
notice  of  sale  hereunder  be mailed  to  him  at  the  address
hereinabove set forth.

       SECTION  9.11   REMEDIES CUMULATIVE, CONCURRENT  AND  NON-
EXCLUSIVE.   Trustee  and  Third Party  shall  have  all  rights,
remedies  and recourses granted in the documentation executed  by
First  Party or Third Party respecting the Premises and available
at  law  or  equity (including specifically, but not limited  to,
those  granted  by  the Uniform Commercial  Code  in  effect  and
applicable to the Premises or any portion thereof) and  same  (a)
shall   be   cumulative  and  concurrent;  (b)  may  be   pursued
separately, successively or concurrently against First Party, any
Guaranty  or  others  obligated under the Note,  or  against  the
Premises,  or  against  any  one or more  of  them  at  the  sale
discretion  of  Third  Party; (c) may be exercised  as  often  as
occasion thereof shall arise, it being agreed by First Party that
the  exercise or failure to exercise any of the same shall in  no
event be construed as a waiver or release thereof or of any other
right, remedy or recourse; and (d) are intended to be, and  shall
be, nonexclusive.

       SECTION  9.12   RELEASE OF AND RESORT TO COLLATERAL.   Any
part  of  the Premises may be released by the Third Party without
affecting, subordinating or releasing the lien, security interest
and  assignment hereof against the remainder.  The lien, security
interest and other rights granted hereby shall not affect  or  be
affected by any other security taken for the same indebtedness or
any  part  thereof.  The taking of additional  security,  or  the
rearrangement, extension or renewal of the Indebtedness,  or  any
part  thereof,  shall not release or impair  the  lien,  security
interest  and other rights granted hereby or affect the liability
of any endorser, guarantor or surety, or improve the right of any
permitted junior lienholder; and this Deed of Trust, as  well  as
any  instrument  given  to secure any rearrangement,  renewal  or
extension  of  the  Indebtedness  Secured  Hereby,  or  any  part
thereof,  shall be and remain a first and prior lien,  except  as
otherwise  provided herein, on all of the Premises not  expressly
released until the Indebtedness is completely paid.

       SECTION 9.13  WAIVER OF REDEMPTION, NOTICE AND MARSHALLING
OF  ASSETS.  To the fullest extent permitted by law, First  Party
hereby  irrevocably and unconditionally waives and  releases  (a)
all  benefits that might accrue to First Party by any present  or
future laws exempting the Premises from attachment, levy or  sale
on   or  providing  for  any  appraisement,  valuation,  stay  of
execution, exemption from civil process, redemption or  extension
of  time  for  payment; (b) all notices of any Event  of  Default
(except  as  may be provided for under the terms  hereof)  or  of
Third  Party's  or Trustee's election to exercise or  the  actual
exercise of any right, remedy or recourse provided for under  the
documents  of  this transaction between the First Party  and  the
Third Party; (c) any right to appraisal or marshall of assets  or
a  sale  in  inverse order of alienation; (d)  the  exemption  of
homestead; and (e) the administration of estates of decedents, or
other  matters whatever to defeat, reduce or affect the right  of
Third  Party under the terms of this Deed of Trust, to  sell  the
Premises  for  the collection of the Indebtedness Secured  Hereby
(without  any  prior or different resort for collection)  or  the
right  of Third Party, under the terms of this Deed of Trust,  to
the  payment  of  the  Indebtedness Secured  Hereby  out  of  the
proceeds  of  sale of the Premises in preference to  every  other
person  and claimant whatever (only reasonable expenses  of  such
sale  being  first deducted).  First Party expressly  waives  and
relinquishes any right or remedy which it may have or be able  to
assert  by reason of the provisions of Chapter 34 of the Business
and  Commerce Code of the State of Texas pertaining to the rights
and remedies of sureties.

       IN  WITNESS  WHEREOF,  the First Party  has  caused  these
presents  to  be  executed effective as of the date  first  above
written.

                  /s/ John Shulz
                      John Schultz     John Schulz /s/ JS [changed to conform
                                                          to the facts]

                  /s/ Tom Bibleheimer
                      Tom Bibleheimer

STATE OF California)
                      )ss.
COUNTY OF San Diego)

       The  foregoing instrument was acknowledged before me  this
5th day of November, 1996, by John Schultz and Tom Bibleheimer.

                              /s/ L. Matella
                                  Notary Public
      [notary seal]

THIS  DOCUMENT  WAS DRAFTED BY and AFTER RECORDING,  RETURN  THIS
DOCUMENT TO:

Michael B. Daugherty
1300 Minnesota World Trade Center
30 South Seventh Street
St. Paul, Minnesota  55101
(612) 720-0777

                             Exhibit A 
                          Legal Description

Lot  2,  Hesters  Crossing  Shopping  Center,  a  subdivision  of
Williamson County, Texas, according to the map or plat of  record
in  Cabinet  H,  Slide  221, Plat Records of  Williamson  County,
Texas. 

Basic Info X:

Name: FIXTURE FINANCING STATEMENT AND ASSIGNMENT OF RENTS AND LEASES
Type: Fixture Financing Statement and Assignment of Rents and Leases
Date: Nov. 14, 1996
Company: AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
State: Minnesota

Other info:

Date:

  • 6th day of November , 1996
  • August 13 , 1992
  • October 31 , 1993
  • June 30 , 1994
  • May 1 , 1997
  • Tuesday
  • 5th day of November , 1996

Organization:

  • 16418 Silver Saddle Court
  • AEI Net Lease Income & Growth Fund XIX Limited Partnership
  • AEI Fund Management XIX , Inc.
  • Minnesota World Trade Center
  • County of Williamson , State
  • First Party of
  • Taco Cabana , Inc.
  • General Assignment and Assumption of Leases
  • TC Lease Holding III
  • VI , Inc.
  • Cabana Beverages , Inc.
  • Trustee or Third Party
  • Federal Insurance Administration
  • Business Interruption Insurance
  • Premises for First Party
  • the First Party
  • Third Party ; g First Party
  • Ten Thousand Dollars
  • Should Third Party
  • Third Party or Trustee
  • First Party and Third Party
  • First Party herein
  • United States Postal Service
  • Uniform Commercial Code
  • Trustee and Third Party
  • Comprehensive Environmental Response Compensation
  • Federal Resource Conservation
  • First Party covenants
  • United States Environmental Protection Agency
  • United States Government
  • Third Party the Hazardous Substance
  • Indebtedness Secured Hereby
  • First Party hereof and Third Party
  • First Party or Third Party
  • Deed of Trust
  • Commerce Code of the State of Texas
  • L. Matella Notary Public
  • Hesters Crossing Shopping Center
  • Plat Records of Williamson County

Location:

  • Laguna Niguel
  • Poway
  • San Pedro
  • San Antonio
  • Texas Taco Cabana
  • State of Texas
  • 4:00 P.M.
  • California
  • San Diego
  • Minnesota
  • Williamson County

Money:

  • $ 660,000.00
  • $ 10,000.00

Person:

  • Mary Furgason
  • Saint Paul
  • Lien
  • John Shulz John Schultz John Schulz
  • Tom Bibleheimer Tom Bibleheimer
  • Michael B. Daugherty