NET LEASE AGREEMENT


THIS  NET LEASE AGREEMENT, made and entered effective as  of
this 4th day of February, 2004, by and between AEI Income  &
Growth  Fund  25  LLC , whose managing member  is  AEI  Fund
Management  XXI,  Inc.,  and AEI  Accredited  Investor  Fund
2002Limited Partnership, whose corporate general partner  is
AEI Fund Management XVIII, Inc., as tenants in common ("Fund
25",  "Fund 2002, or together, " Lessor"), whose address  is
1300  Wells Fargo Place, 30 East Seventh Street,  St.  Paul,
Minnesota  55101  ("Lessor")(fax #651  227  7705),  and  SWH
Corporation,  17852  E 17th Street, Suite  108,  Tustin,  CA
92780  ("Lessee") (fax#714 734 5970).

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of
real  property  and  improvements located  at  Kansas  City,
Missouri,  and  legally described in Exhibit "A",  which  is
attached hereto and incorporated herein by reference; and

     WHEREAS,   in   connection   with   Lessee's   intended
construction of the Building, Lessee and Lessor have entered
into   that   certain  Development  Financing  and   Leasing
Commitment dated September 30, 2003 (the "Commitment"),  and
that  certain Development Financing Agreement, of even  date
herewith (the "Development Financing Agreement"); and

     WHEREAS,   Lessee   as   owner   contracted   for   the
construction of the building and improvements (together  the
"Building")  on the real property described in Exhibit  "A",
which  Building is described in the plans and specifications
heretofore submitted to Lessor; and

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

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

ARTICLE 1.     LEASED PREMISES

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

ARTICLE 2.  TERM

     (A)   The  term of this Lease ("Term") shall be  Twenty
(20)  consecutive  "Lease  Years", as  hereinafter  defined,
commencing  on  the  effective  date  first  listed   above,
("Occupancy Date"), plus the period from the Occupancy  Date
until   the  final  disbursement  of  Development  Financing
Proceeds under the Development Financing Agreement.

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

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

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

   (A)   Lessee   agrees  to  construct  the   Building   in
accordance with the Development Financing Agreement.

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

   (C)  Lessee agrees to pay, if not already paid  in  full,
for  all  architectural fees and actual  construction  costs
incurred  by  Lessee, in the past, present or  future,  with
respect  to  the Building, which shall include, but  not  be
limited  to, plans and specifications, general construction,
carpentry,  electrical, plumbing, heating, ventilating,  air
conditioning,  decorating, equipment  installation,  outside
lighting,  curbing,  landscaping,  blacktopping,  electrical
sign hookup, conduit and wiring from building, fencing,  and
parking  curbs,  builder's  risk insurance  (naming  Lessor,
Lessee,  and contractor as co-insured), and all construction
bonds  for  improvements  made by or  at  the  direction  of
Lessee, to the extent incurred or authorized by Lessee.

   (D)  Opening  for  business in  the  Leased  Premises  by
Lessee shall constitute an acceptance of the Leased Premises
and an acknowledgment by Lessee that the premises are in the
condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

      (A)   Annual  Rent  Payable for the  period  from  the
Occupancy  Date until the final disbursement of  Development
Financing   Proceeds   under   the   Development   Financing
Agreement:  Lessee shall pay to Lessor an annual rent ("Base
Rent")  of $78,000, which amount shall be payable in advance
on   the   first   day  of  each  month  in  equal   monthly
installments, subject to deferral as contemplated by Article
XV  of the Development Financing Agreement. If the first day
of  the Lease Term is not the first day of a calendar month,
then  the  monthly Base Rent payable for that partial  month
shall be a prorated portion of the equal monthly installment
of Base Rent.  Annual Base Rent for the balance of the first
five  Lease  Years after the period from the Occupancy  Date
until   the  final  disbursement  of  Development  Financing
Proceeds under the Development Financing Agreement shall  be
set  forth  in  an amendment to this Net Lease Agreement  as
contemplated by the Development Financing Agreement.

   (B)  Rent Increases

      Annual  Base Rent payable beginning with the start  of
the  sixth Lease Year and the beginning of each fifth  Lease
Year  (e.g. the eleventh, sixteenth, etc.) thereafter  shall
increase  by  an  amount equal to two times (2x)  the  CPI-U
Percentage  Increase  (as  defined  below),  capped  at  ten
percent  (10%) of the Base Rent payable for the  immediately
prior Lease Year.  Such increased Base Rent shall be payable
in  advance of the first day of each month in equal  monthly
installments.

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

      The  term "CPI-U Percentage Increase" shall  mean  the
percentage increase in the CPI-U determined by reference  to
the  increase,  if any, in the latest monthly  CPI-U  issued
prior to the first day of the Lease Year for which Base Rent
is  being increased, over the CPI-U issued sixty (60) months
prior  (e.g.,  the March CPI-U for the year  2014  over  the
March CPI-U for the year 2009.)  Said month's CPI-U shall be
used  even  though that CPI-U will not be for the  month  in
which the renewal term commences.



   (C) Overdue Payments.

   Lessee  shall  pay  interest on all overdue  payments  of
Rent or other monetary amounts due hereunder at the rate  of
ten  percent (10%) per annum or the highest rate allowed  by
law,  whichever is less, accruing beginning five days  after
written notice to Lessee that Rent or other monetary amounts
properly due and payable were not paid.

ARTICLE 5. INSURANCE AND INDEMNITY

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

   (B)  Lessee  agrees to place and maintain throughout  the
Term  or  Renewal Terms, if any, of this Lease, at  Lessee's
own  expense,  public liability insurance  with  respect  to
Lessee's use and occupancy of said premises, including "Dram
Shop" or liquor liability insurance, if the same shall be or
become available in the State of Missouri and liquor is sold
on  the Premises, with initial limits of at least $2,000,000
per   occurrence/$5,000,000  general  aggregate,   or   such
additional  amounts as Lessor shall reasonably require  from
time  to  time, upon Lessor's good faith determination  that
the  present insurance coverage is inadequate, such  amounts
to  be  consistent  with requirements of other  lessor's  in
similar circumstances.

   (C)  Lessee agrees to notify Lessor in writing if  Lessee
is  unable  to  procure all or some part  of  the  aforesaid
insurance.   In  the  event  Lessee  fails  to  provide  all
insurance required under this Lease, Lessor shall  have  the
right, but not the obligation, to procure such insurance  on
Lessee's  behalf.  Lessee will then, within  five  (5)  days
from receiving written notice, pay Lessor the amount of  the
premiums due or paid, together with interest thereon at  the
lesser  of  10% per annum or the highest rate  allowable  by
law, which amount shall be considered Rent payable by Lessee
in addition to the Rent defined at Article 4 hereof.

   (D)   All   policies  of  insurance   provided   for   or
contemplated  by this Article can be under Lessee's  blanket
insurance  coverage  and  shall  name  Lessee,  and  Lessor,
Lessor's corporate general partner and Robert P. Johnson, as
the  individual  general partner, of Lessor,  as  additional
named insured, as their respective interests may appear, and
shall   provide  that  the  policies  cannot  be   canceled,
terminated,  changed, or modified without thirty  (30)  days
written  notice to the parties.  In addition,  all  of  such
policies   shall  contain  endorsements  by  the  respective
insurance  companies waiving all rights of  subrogation,  if
any,  against  Lessor.   All insurance  companies  providing
coverages must be rated "A-" or better by Best's Key  Rating
Guide (the most current edition), or similar quality under a
successor  guide  if Best's Key Rating  shall  cease  to  be
published.  Lessee shall provide Lessor with legible  copies
of  certificates of such policies on or before the Occupancy
Date.  No  less  than fifteen (15) business  days  prior  to
expiration  of  such policies, Lessee shall  provide  Lessor
with  legible copies of any and all renewal Certificates  of
Insurance. Lessee shall deliver to Lessor a copy of any such
policy upon Lessor's written request, which request provides
the reason therefore such as the occurrence of a casualty at
the  Premises.   Lessee agrees that it will not  settle  any
property  insurance claims affecting the Leased Premises  in
excess  of $200,000 without Lessor's prior written  consent,
such  consent  not to be unreasonably withheld  or  delayed.
Lessor  shall  consent, where Lessor's consent  is  required
hereunder,  to any settlement of an insurance claim  wherein
Lessee  shall  confirm in writing with  evidence  reasonably
satisfactory  to  Lessor that Lessee  has  sufficient  funds
available to complete the rebuilding of the Premises.

   (E)  Lessee  shall  defend, indemnify,  and  hold  Lessor
harmless  against any and all claims, damages, and  lawsuits
arising  after  the  Occupancy Date of this  Lease  and  any
orders,  decrees or judgments which may be entered  therein,
brought  for damages or alleged damages resulting  from  any
injury  to person or property or from loss of life sustained
in  or about the Leased Premises, if such damage, injury, or
loss of life occurs during the term of this Lease, except to
the  extent  such damage, injury, or loss of  life   results
from  the intentional misconduct or the gross negligence  of
Lessor,  its  employees, agents, or contractors  and  Lessee
agrees  to  save Lessor harmless from, and indemnify  Lessor
against,  any and all injury, loss, or damage,  of  whatever
nature,  and  whenever occurring, to any person or  property
caused   by,  or  resulting  from  any  act,  omission,   or
negligence of Lessee or any employee or agent of Lessee.  In
addition,  Lessee hereby releases Lessor from  any  and  all
liability  for any loss or damage caused by fire or  any  of
the  extended coverage casualties, except to the extent such
fire  or  other  casualty  shall be  brought  about  by  the
intentional  misconduct or gross negligence of  Lessor,  its
employees, agents, or contractors.

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

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

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

   (B)  Lessee  shall pay all real estate taxes, assessments
for  public improvements or benefits, and other governmental
impositions,  duties, and charges of every kind  and  nature
whatsoever  which  shall or may, during  the  term  of  this
Lease, be charged, laid, levied, assessed, or imposed  upon,
or  become a lien or liens upon the Leased Premises  or  any
part  thereof or upon the Rents payable hereunder (expressly
excluding general income taxes, franchise taxes, inheritance
taxes  and estate taxes imposed upon Lessor). Such  payments
shall  be  considered as Rent paid by Lessee in addition  to
the Rent defined at Article 4 hereof.  If due to a change in
the  method  of  taxation, a Rent tax  (expressly  excluding
general income taxes, franchise taxes, inheritance taxes and
estate  taxes  imposed upon Lessor) shall be levied  against
Lessor in substitution for or in lieu of any tax which would
otherwise  constitute a real estate tax, such tax  shall  be
deemed  a real estate tax for the purposes herein and  shall
be paid by Lessee

   (C)   All  real  estate  taxes,  assessments  for  public
improvements  or  benefits, water rates and  charges,  sewer
rents,  and  other  governmental  impositions,  duties,  and
charges  which shall become payable for the first  and  last
tax  years of the term hereof shall be apportioned pro  rata
between  Lessor and Lessee in accordance with the respective
number  of  months  during which  each  party  shall  be  in
possession  of  the Leased Premises in said  respective  tax
years.   For  the purposes of this provision,  all  personal
property  taxes,  real estate taxes and special  assessments
shall be deemed to have been assessed in the year that  each
payment or any installment thereof is due.

   (D)  Lessee shall have the right to contest or review  by
legal  proceedings or in such other manner as may  be  legal
(which, if instituted, shall be conducted solely at Lessee's
own expense) any tax, assessment for public improvements  or
benefits,  or  other governmental imposition aforementioned,
upon  condition  that,  before instituting  such  proceeding
Lessee  shall  either (i) pay (under protest)  such  tax  or
assessments  for public improvements or benefits,  or  other
governmental  imposition, duties and charges aforementioned,
or  (ii)  post  with Lessor alternative security  reasonably
satisfactory  to Lessor, not to exceed 150%  of  the  amount
contested  and the potential penalties and interest thereon.
All  such  proceedings shall be begun as soon as  reasonably
possible after the imposition or assessment of any contested
items  and  shall  be prosecuted to final adjudication  with
reasonable   dispatch.   In  the  event  of  any  reduction,
cancellation, or discharge, Lessee shall pay the amount that
shall  be  finally  levied or assessed  against  the  Leased
Premises or adjudicated to be due and payable, and, if there
shall  be  any refund payable by the governmental  authority
with  respect  thereto, if Lessee has paid the  expenses  of
Lessor, if any, in such proceeding, Lessee shall be entitled
to  receive  and  retain  the  same,  subject,  however,  to
apportionment as provided during the first and last years of
the term of this Lease.

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

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

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

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

        1.  assign or otherwise transfer this Lease, or  any
            part   of  Lessee's  right,  title  or  interest
            therein  (except by devise or bequest  upon  the
            death of a shareholder, but in such event,  such
            recipient  shall be bound by the  provisions  of
            this Article);

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

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


   (B) For the purposes of this Article:

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

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

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


   Lessee  agrees  to furnish to Lessor upon demand  at  any
time   such   information  and  assurances  as  Lessor   may
reasonably  request that neither Lessee, nor any  previously
permitted  sublessee, has violated the  provisions  of  this
Article.

   (C)  If  Lessee agrees to assign this Lease or to  sublet
all  or  any  portion of the Leased Premises, Lessee  shall,
prior  to the effective date thereof (the "Effective Date"),
deliver to Lessor copies of any such proposed agreement  and
of  all  ancillary agreements with the proposed assignee  or
sublessee,  as  applicable.   If  Lessor  in  its  sole  but
reasonable  discretion  (except  as  otherwise  specifically
limited  herein in paragraphs (E) and (F) below)  shall  not
have  consented  to a proposed sublease or  assignment,  and
Lessee   shall  attempt  to  effect  such  transfer  without
Lessor's  consent or in spite of Lessor's  decision  to  not
consent  to  such  transfer, subject  to  paragraph  17A(2),
Lessor  shall then have all of the following rights, any  of
which  Lessor may exercise by written notice to Lessee given
within   thirty   (30)  days  after  Lessor   receives   the
aforementioned documents:

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

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

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

   (D)  If Lessor exercises any of its options under Article
7(C)  above, (and if Lessor shall impose conditions upon its
consent  and Lessee shall fail to meet any conditions Lessor
may impose  upon  its  consent),  Lessor  may then lease the
Leased  Premises or any portion thereof to Lessee's proposed
assignee or sublessee, as the case may be, without liability
whatsoever  to Lessee;  provided  however, if  Lessor  shall
chose to  terminate  this Lease  and  then  lease the Leased
Premises to Lessee's proposed assignee or  sublessee, Lessee
shall be released  from  liability  under  this Lease to the
extent of,  and  following the  effectiveness  of,  such new
lease or sublease .

   (E)  Notwithstanding  the  provisions  of  this Article 7
above, or any other provisions of this Lease to the contrary,
Lessee shall have the right  to assign this Lease, or sublet
the Leased  Premises  or  any  portion  thereof, without the
consent of,  but with prior written notice to Lessor, (a) to
any corporation with  which  Lessee may merge or consolidate
(b) to  any  entity  which is  a parent or subsidiary of, or
affiliate   under   common  control,  with  Lessee,  (c)  in
connection   with   the  sale  of  a  majority  of  Lessee's
restaurants in Missouri  to  a major  national  or  regional
restaurant  operator  meeting  the  criteria  set  forth  in
Section 7.F,  or  (d) to a corporation the stock of which is
registered for public sale with the United States Securities
Exchange  Commission  and whose assets include at least five
restaurants,  provided, that  said  assignee assumes in full
the  obligations  of   Lessee under this  Lease  and  Lessee
remains primarily  liable  under this Lease. Lessee may also
sublease the Leased Premises,  without Lessor's consent, but
with contemporaneous written notice to Lessor accompanied by
a copy of such sublease, to a bonafide franchisee of Lessee,

             In  addition, notwithstanding the provisions of
        this  Article  7  above or any other  provisions  of
        this  Lease to the contrary, the following transfers
        or  issuances of shares of capital stock  of  Lessee
        shall not constitute an assignment of this Lease  or
        require the consent of Lessor under this Article  7:
        (i)  the  issuance  and sale of  shares  of  capital
        stock   of  Lessee  in  connection  with  a   public
        offering  of such stock (provided such issuance  and
        sale  does  not  involve  the  issuance,  sale,   or
        transfer  of  a  majority of  the  voting  stock  of
        Lessee); (ii) the transfer of outstanding shares  to
        an  entity which is a parent, or a subsidiary of  or
        affiliate   under  common  control   with,   Lessee,
        provided  such entity is or becomes a  guarantor  of
        this  Lease;  (iii) the acquisition by  the  present
        shareholders  of additional shares of capital  stock
        from  each other, from other shareholders, or  as  a
        result  of new issuances of capital stock of Lessee;
        or  (iv) the transfer of shares of capital stock  to
        family   trusts,  family  partnerships,  or  similar
        vehicles set up for either of their benefit  or  for
        the  benefit  of any family member, or the  transfer
        by   them  of  shares  of  capital  stock   to   any
        corporation,    partnership,    limited    liability
        company, or other entity.

     (F)   Notwithstanding any provision of this  Article  7
        to  the  contrary, Lessor agrees to consent  to  any
        proposed   assignment  or  sublease  requiring   the
        Lessor's  prior written consent, where each  of  the
        following criteria is reasonable satisfied:

           1.       the  transferee has not less  than  five
           (5)   other   operating  "Strong   Regional"   or
           "Nationally  Known Brand Name Chain  Restaurants"
           (as  defined below), each producing annual  sales
           above   $2.1  million  for  the  preceding  three
           years;

                    2.        the transferee has "Net Worth"
           of    not   less   than   one   million   dollars
           ($1,000,000);

                    3.         the  transferee has not  less
           than   five   (5)  years  experience  in   Strong
           Regional  or  Nationally Known Brand  Name  Chain
           Restaurant   operations.    The   term    "Strong
           Regional  or  Nationally Known Brand  Name  Chain
           Restaurants" shall mean a chain of a  minimum  of
           50  restaurants with common set standards for (i)
           building  design  and appearance,  (ii)  building
           maintenance    and   repairs   (ii)   operational
           procedures,  and  (iv)  store  marketing.    Such
           chain  shall  derive a majority  of  its  revenue
           from  the  operations  of  full  service,  casual
           dining restaurants; and

                    4.         Lessee  is not in default  of
           this Lease beyond any applicable cure period.

ARTICLE 8.  REPAIRS AND MAINTENANCE

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

   (B)  If  Lessee  refuses  or  neglects  to  commence   or
complete repairs promptly and adequately, upon not less than
ten (10) days' prior written notice to Lessee (except in the
event of a bona fide emergency where waste may occur on  the
Premises),  Lessor may cause such repairs to  be  made,  but
shall  not  be required to do so, and Lessee shall  pay  the
cost  thereof  to  Lessor upon demand.  Notwithstanding  the
foregoing, if following Lessee's receipt of such notice from
Lessor,  Lessee  commences  such repair  and  is  diligently
proceeding to complete such repair, Lessor may not  make  or
complete  such repair.  It is understood that  Lessee  shall
pay  all expenses and maintenance and repair during the term
of  this  Lease.  If Lessee is not then in default hereunder
beyond the period allowed herein for cure following delivery
of notice to Lessee, Lessee shall have the right to make non-
structural  alterations  and  improvements  to  the   Leased
Premises  without the consent of Lessor if such repairs  and
improvements  do  not  exceed  One  Hundred  Fifty  Thousand
Dollars  ($150,000.00) in any twelve month period,  provided
such   alterations  or  improvements  do  not   affect   the
structural  integrity of the Leased Premises. Any structural
alterations  or improvements in excess of One Hundred  Fifty
Thousand Dollars ($150,000.00) in any twelve month period or
affecting  the  structural integrity of the Leased  Premises
may  be  done only with the prior written consent of Lessor,
such  consent  not to be unreasonably withheld  or  delayed.
All  alterations  and  permanent  additions  to  the  Leased
Premises  shall  be made in accordance with  all  applicable
laws  and  shall remain for the benefit of Lessor.   In  the
event  of making such alterations as herein provided, Lessee
further  agrees to indemnify and save harmless  Lessor  from
all  expense, liens, claims or damages to either persons  or
property  or the Leased Premises which may arise out  of  or
result  from the undertaking or making of necessary repairs,
improvements, alterations or additions, or Lessee's  failure
to  make necessary repairs, except to the extent arising out
of  the negligence or intentional misconduct of Lessor,  its
employees, agents and contractors.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

   Lessee  will comply with all statutes, ordinances, rules,
orders, regulations and requirements of all federal,  state,
city  and local governments, and with all rules, orders  and
regulations  of  the applicable Board of  Fire  Underwriters
that affect the use of the improvements.  Lessee will comply
with  all  easements, restrictions, and covenants of  record
against or affecting the Leased Premises.

ARTICLE 10.  SIGNS

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

ARTICLE 11.  SUBORDINATION

   (A)  Lessor  reserves the right and privilege to  subject
and  subordinate this Lease at all times to the lien of  any
mortgage  or mortgages now or hereafter placed upon Lessor's
interest  in  the  Leased  Premises  and  on  the  land  and
buildings  of which said premises are a part,  or  upon  any
buildings hereafter placed upon the land of which the Leased
Premises  are a part, provided such mortgagee shall  execute
its  standard  form, commercially reasonable  subordination,
attornment  and non-disturbance agreement, such form  to  be
consistent   with  other  such  forms  used  by   commercial
mortgagees  in  the industry and which impose no  additional
obligations   on  Lessee,  other  than  a  requirement   for
additional  notices.   Lessor also reserves  the  right  and
privilege to subject and subordinate this Lease at all times
to any and all advances to be made under such mortgages, and
all renewals, modifications, extensions, consolidations, and
replacements thereof, provided such mortgagee shall  execute
its  standard  form, commercially reasonable  subordination,
attornment  and non-disturbance agreement, such form  to  be
consistent   with  other  such  forms  used  by   commercial
mortgagees  in  the industry and which impose no  additional
obligations   on  Lessee,  other  than  a  requirement   for
additional notices.

   (B)  Lessee covenants and agrees to execute and  deliver,
within fifteen (15) days following Lessor's written request,
such   further   commercially   reasonable   instrument   or
instruments subordinating this Lease on the foregoing  basis
to  the  lien of any such mortgage or mortgages as shall  be
desired  by  Lessor and any proposed mortgagee  or  proposed
mortgagees,  provided  such  mortgagee  shall  execute   its
standard   form,   commercially  reasonable   subordination,
attornment  and non-disturbance agreement, such form  to  be
consistent   with  other  such  forms  used  by   commercial
mortgagees  in  the industry and which impose no  additional
obligations   on  Lessee,  other  than  a  requirement   for
additional notices.

ARTICLE 12.  CONDEMNATION OR EMINENT DOMAIN

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

   (B)  If any part of the Leased Premises shall be so taken
such   that  it  does  not  render  the  remainder   thereof
materially  unusable for the purposes for which  the  Leased
Premises  were  leased, in the opinion of a  licensed  third
party  contractor  or  architect  selected  by  Lessee   and
approved by Lessor, then Lessee shall, with the use  of  all
of  the  condemnation  proceeds (to  be  made  available  by
Lessor, immediately if such proceeds are less than $150,000,
or if in excess of $150,000, under a commercially reasonable
construction draw procedure in payment of invoices for  work
performed  submitted  by  Lessee  or  its  contractors)  but
otherwise  at  Lessee's own cost and  expense,  restore  the
remaining  portion  of  the Leased Premises  to  the  extent
necessary to render it reasonably suitable for the  purposes
for  which  it  was leased.  Provided, however,  Lessee  may
elect  to  replace  the  Leased Premises  with  a  different
restaurant  concept,  subject  to  Lessor's  prior   written
approval, which approval shall not be unreasonably  withheld
or  delayed,  and further that Lessee shall not be  required
(unless  Lessee so elects) to repair or restore  the  Leased
Premises if the Term or any Renewal Term shall expire within
two  years  of  such  partial taking.  Lessee  shall  notify
Lessor of Lessee's election to not so restore or repair  the
Leased  Premises after such a partial taking within 60  days
after service on Lessee of the eminent domain proceeding for
such  taking.  If Lessee elects to not make such  repair  or
restoration,  this  Lease  shall  terminate  upon   Lessor's
receipt  of  Lessee's notice of termination.  Otherwise,  if
Lessee  so  elects or is required to repair or  restore  the
Leased  Premises,  Lessee  shall make  all  repairs  to  the
building  in  which the Leased Premises is  located  to  the
extent  necessary  to  constitute the  building  a  complete
architectural unit. Provided, however, that such work  shall
not  exceed  the scope of the work required to  be  done  by
Lessee  in  originally  constructing  such  building  unless
Lessee shall demonstrate to Lessor's reasonable satisfaction
the  availability of funds to complete such work.  Provided,
further,  the  cost thereof to Lessor shall not  exceed  the
proceeds  of its condemnation award, all to be done  without
any  adjustments  in Rent to be paid by  Lessee.  Except  as
provided in Section 12C, any condemnation proceeds remaining
after  the  completion of the repair or restoration  of  the
Leased Premises shall be paid to Lessor. This lease shall be
deemed   amended  to  reflect  the  taking  in   the   legal
description of the Leased Premises.

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

ARTICLE 13.  RIGHT TO INSPECT

   Lessor  reserves  the right to enter  upon,  inspect  and
examine  the  Leased  Premises at any time  during  business
hours,  after reasonable notice to Lessee, and Lessee agrees
to  allow Lessor free access to the Leased Premises to  show
the  premises.  Upon an uncured default by Lessee after  the
expiration of applicable notice and cure periods, or at  any
time   within   thirty  (30)  days  of  the  expiration   or
termination of the Lease, Lessee agrees to allow  Lessor  to
then  place  "For Sale" or "For Rent" signs  on  the  Leased
Premises.  Lessor agrees to indemnify and hold  Lessee,  its
successors,  assigns, agents and employees from and  against
any  liability, claims, demands, cause of action, suits  and
other  litigation or judgments of every kind and  character,
including  injury to or death of any person or  persons,  or
trespass,  or  damage  to, or loss or  destruction  of,  any
property,  whether real or personal, to the extent resulting
from the gross negligence or willful misconduct of Lessor or
Lessor's  employees, agents, contractors, or representatives
while upon or about the Leased Premises.

ARTICLE 14.  USE AND CONTINUOUS OPERATION

   After  the  Occupancy Date, Lessee expressly  agrees  and
warrants  that the Leased Premises will be used  exclusively
as a Mimi's Cafe  (or any other trade name Lessee may use in
the  state  of Missouri) or, after obtaining Lessor's  prior
written   consent,  such  consent  not  to  be  unreasonably
withheld   or   delayed,   other  casual   dining   sit-down
restaurant.    Lessee  agrees: To open for  business  within
fourteen  (14) days after Lessee's receipt of a  certificate
of   occupancy  for,  and  all  other  governmental  permits
necessary for operation of, the Premises, to operate all  of
the  Leased Premises during the Term for not less  than  one
year,  unless  prevented  from doing  so  by  causes  beyond
Lessee's  control, subject to closure for  reasonable  times
for  remodeling  or restoration. Commencing one  year  after
Lessee  initially  opens  its restaurant  on  the  Premises,
Lessee may cease operating its business upon at least thirty
(30)  days written notice to Lessor.  Lessee shall  continue
to  perform  all of its other obligations under  this  Lease
during the term hereof.

ARTICLE 15.  DESTRUCTION OF PREMISES

   If,  during  the term of this Lease, the Leased  Premises
are   totally  or  partially  destroyed  by  fire  or  other
elements,  within a reasonable time (but in no event  longer
than  one hundred eighty (180) days subject to Force Majeure
(defined  in  Article  28(K)  below)  and  subject  to   the
provisions  herein below), Lessee shall repair  and  restore
the improvements so damaged or destroyed as nearly as may be
practical  to  their  condition immediately  prior  to  such
casualty.   All  rents  payable by Lessee  shall  be  abated
during  the  period of repair and restoration to the  extent
that Lessor shall be compensated by the proceeds of the rent
loss   insurance  required  to  be  maintained   by   Lessee
hereunder.

   Provided Lessee is not in default hereunder (and  retains
according  to  the terms hereof the right to rebuild),  then
with the Lessor's prior written consent (if the repairs will
exceed the amounts set forth in Article 8(B)), which consent
shall  not be unreasonably withheld or delayed, Lessee shall
have  the  right  to promptly and in good faith  settle  and
adjust  any  claim  under such insurance policies  with  the
insurance  company or companies on the amounts  to  be  paid
upon  the  loss.  The insurance proceeds shall  be  used  to
reimburse  Lessee for the cost of rebuilding or  restoration
of  the  Leased Premises.  The Leased Premises shall  be  so
restored or rebuilt so as to be of at least equal value  and
substantially the same character as prior to such damage  or
destruction.  Provided, however, Lessee may elect to replace
the  Leased  Premises  with a different  restaurant  concept
subject  to Lessor's prior written approval, which  approval
shall  not  be  unreasonably withheld or  delayed.   If  the
insurance proceeds are less than One Hundred Fifty  Thousand
Dollars  ($150,000), they shall be paid to Lessee  for  such
repair  and  restoration.   If the  insurance  proceeds  are
greater  than or equal to One Hundred Fifty Thousand Dollars
($150,000),  they  shall be deposited by Lessee  and  Lessor
into   a  customary  construction  escrow  at  a  nationally
recognized  title insurance company, or at Lessee's  option,
with  Lessor  ("Escrowee") and shall be made available  from
time  to  time  to  Lessee for such repair and  restoration.
Such  proceeds  shall  be disbursed in conformity  with  the
terms   and   conditions   of   a  commercially   reasonable
construction  loan  agreement.   Lessee  shall,  in   either
instance, deliver to Lessor or Escrowee (as the case may be)
satisfactory  evidence of the estimated cost  of  completion
together  with  such  architect's certificates,  waivers  of
lien,  contractor's sworn statements and other  evidence  of
cost  and  of  payments  as  the  Lessor  or  Escrowee   may
reasonably  require and approve.  If the estimated  cost  of
the  work  exceeds Twenty-Five Percent (25%) of the original
cost  to  Lessor  to  acquire its  interest  in  the  Leased
Premises from Lessee, all plans and specifications for  such
rebuilding or restoration shall be subject to the reasonable
approval of Lessor.

   Any  insurance proceeds remaining with Escrowee after the
completion of the repair or restoration and reimbursement to
Lessee as provided in the proceeding paragraph shall be paid
to Lessor.

   If  the  proceeds  from the insurance  are  insufficient,
after   review   of   the  bids  for  completion   of   such
improvements,  or  should  become  insufficient  during  the
course  of construction, to pay for the total cost of repair
or restoration, Lessee shall, prior to commencement of work,
demonstrate   to   Lessor's  reasonable  satisfaction,   the
availability   of   such   funds   necessary   to   complete
construction.   Provided, further, that  should  the  Leased
Premises  be  damaged or destroyed to the  extent  of  fifty
(50%)  percent of its value or such that Lessee cannot carry
on  business  as  a  casual dining  restaurant  without  (in
Lessee's  reasonable  opinion) being closed  for  more  than
sixty   (60)  days  (which  duration  of  closure   may   be
established  by  Lessee by the affidavit of  an  independent
third  party contractor as to the estimated time of  repair)
during  the  last two years of the remaining  term  of  this
Lease  or  any  of the option terms of this  Lease,  if  any
further options to renew remain, Lessee may elect within  30
days  of  such  damage, to then exercise at  least  one  (1)
option to renew this Lease so that the remaining term of the
Lease  is  not  less  than five (5) years  in  order  to  be
entitled  to  such  insurance proceeds  for  restoration  or
rebuilding.    Absent  such  election,  this   Lease   shall
terminate  upon  Lessor's receipt of the insurance  proceeds
and deductible in the amount estimated to restore or rebuild
the Leased Premises.

ARTICLE 16.  ACTS OF DEFAULT

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

        1.  Failure   to  pay  the  Rent  or  any   monetary
            obligation herein reserved, or any part  thereof
            within  five  days after delivery to  Lessee  of
            written  notice to cure such failure to pay  the
            Rent  or  any  other monetary obligation  herein
            reserved.    Interest  and  late   charges   for
            failure  to  pay Rent when due shall  accrue  if
            Lessee  shall fail to make payment  within  five
            days  after notice to Lessee that Rent  has  not
            been  paid.   Lessee shall be granted five  days
            after  written  notice to cure such  failure  to
            pay  the  Rent or any other monetary  obligation
            herein reserved.

        2.  Failure to do, observe, keep and perform any  of
            the    other   terms,   covenants,   conditions,
            agreements  and provisions in this Lease  to  be
            done,  observed, kept and performed  by  Lessee;
            provided,   however,  that  Lessee  shall   have
            Thirty  (30)  days  after  written  notice  from
            Lessor  within  which to cure such  default,  or
            such  longer time as may be reasonably necessary
            if  such  default  cannot  reasonably  be  cured
            within   Thirty   (30)  days,   if   Lessee   is
            diligently pursuing a course of conduct that  is
            capable  of  curing  such default,  but  in  any
            event  such  longer time shall  not  exceed  210
            days  (subject  to Force Majeure) after  written
            notice from Lessor of the default hereunder.

        3.  The  abandonment  of  the  Leased  Premises   by
            Lessee  for  thirty (30) consecutive  days,  the
            adjudication  of  Lessee  as  a  bankrupt,   the
            making  by  Lessee of a general  assignment  for
            the  benefit of creditors, the taking by  Lessee
            of  the  benefit of any insolvency act  or  law,
            the  appointment  of  a  permanent  receiver  or
            trustee  in  bankruptcy for Lessee property,  or
            the  appointment of a temporary  receiver  which
            is  not  vacated or set aside within sixty  (60)
            days from the date of such appointment.

ARTICLE 17.  TERMINATION FOR DEFAULT

   In  the event of any uncured default by Lessee and at any
time  thereafter,  Lessor may serve a  written  notice  upon
Lessee  that  Lessor elects to terminate this  Lease.   This
Lease  shall then terminate on the date so specified  as  if
that  date had been originally fixed as the expiration  date
of  the  term herein granted, provided, however, that Lessee
shall  have  continuing liability for future rents  for  the
remainder  of  the  original term and any exercised  renewal
term as set forth in Article 19D.

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

   In  the  event  that this Lease shall  be  terminated  as
hereinbefore   provided,  or  by  summary   proceedings   or
otherwise,  or in the event of an uncured default  hereunder
by  Lessee,  or in the event that the premises or  any  part
thereof,  shall be abandoned by Lessee, then Lessor  or  its
agents, servants or representatives, may immediately  or  at
any  time thereafter, re-enter and resume possession of  the
premises  or  any part thereof, and remove all  persons  and
property therefrom, either by summary dispossess proceedings
or  by  a suitable action or proceeding at law, or otherwise
without a breach of the peace, without being liable for  any
damages therefore except for damages resulting from Lessor's
negligence or willful misconduct.  Notwithstanding  anything
above  to the contrary, if Lessee is still in possession  of
the  Leased  Premises,  Lessor  agrees  to  use  such  legal
proceedings  (summary  or otherwise) prescribed  by  law  to
regain possession of the Leased Premises.




ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

   (A)  Should Lessor elect to re-enter as provided in  this
Lease  or  should  it  take  possession  pursuant  to  legal
proceedings or pursuant to any notice provided for  by  law,
it  may either (i) terminate this Lease or (ii) it may  from
time to time, without terminating the contractual obligation
of   Lessee  to  pay  Rent  under  this  Lease,  make   such
alterations  and repairs as may be necessary  to  relet  the
Leased Premises or any part thereof for such Term or Renewal
Terms, at such Rent or Rents, and upon such other terms  and
conditions  as  Lessor  in  its  sole  discretion  may  deem
advisable.   Termination of Lessee's right to possession  by
Court  Order shall be sufficient evidence of the termination
of  Lessee's  possessory rights under this  Lease,  and  the
filing  of  such an Order shall be notice of the termination
of  Lessee's Option to Renew as set forth in any  Memorandum
of Lease of record.

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

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

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

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

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

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

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

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

Notwithstanding  anything in this  Lease  to  the  contrary,
Lessor may not recover damages from Lessee pursuant to  this
Section  19(D)  in  the event that the Lease  is  terminated
pursuant  to an exercise by Lessor of its rights or remedies
under Article XIV of the Development Financing Agreement.

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

    (F)   Notwithstanding anything contained in this  Lease,
neither Lessor, nor its successors or assigns, upon exercise
of  any  remedy or otherwise, shall have or be construed  to
have  any  grant, license or right to operate a "Mimi's"  or
"Mimi's  Cafe" restaurant on the Leased Premises or  to  use
any  of  Lessee's trademarks, tradenames, service  marks  or
proprietary rights, items or materials

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

   (A)  All permanent building fixtures, building machinery,
and building equipment used in connection with the operation
of  the  Leased  Premises including,  but  not  limited  to,
heating, electrical wiring, lighting, ventilating, plumbing,
air  conditioning systems, shall be the property of  Lessor.
All  trade  fixtures and all other fixtures and articles  of
personal  property owned by Lessee shall remain the property
of Lessee.

   (B)  Lessee  shall  furnish  and  pay  for  any  and  all
equipment, furniture, trade fixtures, and signs, except  for
such  items,  if any, described in Article 20(A)  above,  as
owned by Lessor.

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

ARTICLE 2l.  LIENS

   Lessee  shall not do or cause anything to be done whereby
the  Leased Premises may be encumbered by any mechanic's  or
other  liens.   Whenever and as often as any  mechanic's  or
other  lien is filed against said Leased Premises purporting
to be for labor or materials furnished or to be furnished to
Lessee, Lessee shall remove the lien of record by payment or
by  bonding with a surety company authorized to do  business
in the state in which the property is located, within twenty
(20) days from the date of the filing of said mechanic's  or
other  lien  and  delivery of notice thereof  to  Lessee  of
Lessee's obligation under this Lease.  Should Lessee fail to
take the foregoing steps within said twenty (20) day period,
Lessor shall have the right, among other things, to pay said
lien without inquiring into the validity thereof, and Lessee
shall  forthwith  reimburse Lessor  for  the  total  expense
incurred  by it in discharging said lien as additional  Rent
hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

   No   agreement  to  accept  a  surrender  of  the  Leased
Premises or termination of this Lease shall be valid  unless
in  writing signed by Lessor.  The delivery of keys  to  any
employee of Lessor or Lessor's agents shall not operate as a
termination  of  the Lease or a surrender of  the  premises.
The  failure of Lessor to seek redress for violation of  any
rule  or  regulation, shall not prevent  a  subsequent  act,
which  would  have originally constituted a violation,  from
having  all  the force and effect of an original  violation.
Neither  payment by Lessee or receipt by Lessor of a  lesser
amount than the Rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated Rent.   Nor
shall  any  endorsement or statement on any  check  nor  any
letter  accompanying any check or payment as Rent be  deemed
an accord and satisfaction.  Lessor may accept such check or
payment  without prejudice to Lessor's right to recover  the
balance of such Rent or pursue any other remedy provided  in
this  Lease.  Subject to the provisions of Article 34 below,
this Lease contains the entire agreement between the parties
with  respect  to  the Leased Premises,  and  any  executory
agreement hereafter made shall be ineffective to change  it,
modify it or discharge it, in whole or in part, unless  such
executory  agreement is in writing and signed by  the  party
against  whom  enforcement of the  change,  modification  or
discharge is sought.

ARTICLE 23.  QUIET ENJOYMENT

   Lessor  covenants that Lessee, upon paying the  Rent  set
forth  in  Article 4 and all other sums herein  reserved  as
Rent  and  as  long as Lessee is not in default (beyond  the
applicable cure period) upon the due performance of all  the
terms, covenants, conditions and agreements herein contained
on  Lessee's part to be kept and performed, shall have, hold
and   enjoy  the  Leased  Premises  free  from  molestation,
eviction,  or disturbance by Lessor, or by any other  person
or  persons lawfully claiming the same, and that Lessor  has
good  right  to  make this Lease for the full term  granted,
including renewal periods.

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

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

ARTICLE 25.  ESTOPPEL CERTIFICATES

   Either  party to this Lease will, at any time,  upon  not
less  than  fifteen  (l5) days prior request  by  the  other
party,  execute, acknowledge and deliver to  the  requesting
party  a  statement  in writing, executed  by  an  executive
officer  of such party, certifying that:  (a) this Lease  is
unmodified   (or  if  modified  then  disclosure   of   such
modification shall be made); (b) this Lease is in full force
and effect; (c) the date to which the Rent and other charges
have  been  paid; and (d) to the knowledge of the signer  of
such  certificate that the other party is not in default  in
the  performance  of  any covenant, agreement  or  condition
contained  in  this  Lease,  or if  a  default  does  exist,
specifying  each such default of which the signer  may  have
knowledge.  It is intended that any such statement delivered
pursuant  to  this  Article  may  be  relied  upon  by   any
prospective purchaser or mortgagee of the Leased Premises or
any  assignee  of  such  mortgagee or  a  purchaser  of  the
leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

   During  the  term of this Lease, Lessee will, within  one
hundred  twenty (120) days after the end of Lessee's  fiscal
year, furnish Lessor with Lessee's financial statements  (in
SEC  Form  10-K,  if  available).  The financial  statements
shall  be  prepared  in conformity with  generally  accepted
accounting principles (GAAP) and shall be certified as  true
and   correct  by  the  chief  financial  officer  or  other
authorized  officer of Lessee.  Lessee shall provide  Lessor
with  annual  income and expense statements for  the  Leased
Premises  within 90 days after the end of each  Lease  Year.
The financial statements for the Leased Premises do not need
to   be   prepared   by  an  independent  certified   public
accountant,  but shall be certified as true and  correct  by
the  chief financial officer or other authorized officer  of
Lessee.

ARTICLE 27.  OPTION TO RENEW

   If  this  Lease is not previously canceled or  terminated
and  if  Lessee  is  not then in default beyond  the  period
allowed  herein  for cure following notice to  Lessee,  then
Lessee  shall have the option to renew this Lease  upon  the
same  conditions and covenants contained in this  Lease  for
Three  (3)  consecutive  periods  of  Five  (5)  years  each
(singularly "Renewal Term").  Rent during the Lease Years of
any  Renewal Term shall increase as set forth in  Article  4
hereof,  as if the Renewal term were a continuation  of  the
Lease without interruption.

   The   first  Renewal  Term  will  commence  on  the   day
following  the date the original Term expires and successive
Renewal  Terms will commence on the day following  the  last
day of the then expiring Renewal Term.  Lessee must give two
hundred  forty  (240) days written notice to Lessor  of  its
intent  to  exercise this option prior to the expiration  of
the  original Term of this Lease or any Renewal Term, as the
case may be.

ARTICLE 28.  MISCELLANEOUS PROVISIONS

(A)  All  notices, consents, approvals, or other instruments
     required  or  permitted  to  be  given  by either party
     pursuant to this Lease shall be in writing and given by
     (i)  hand  delivery,  (ii)  express  overnight delivery
     service or (iii)  certified  or registered mail, return
     receipt requested, and shall  be  deemed  to have  been
     delivered upon (a) receipt, if hand  delivered, (b) the
     next business day, if delivered  by  express  overnight
     delivery  service,  or  (c)   the  third  business  day
     following  the day of deposit of such notice  with  the
     United  State  Postal  Service, if sent by certified or
     registered mail, return receipt requested.Notices shall
     be provided to the parties and addresses  specified  on
     the first page hereof and, if to Lessee, with a copy of
     such notice simultaneously delivered to SWH Corporation,
     17852 E. 17th   Street,  South Bldg. Suite 108, Tustin,
     California 92780, Attn: Roger H. Tefft, Esq..

(B)  The  terms, conditions and covenants contained in  this
     Lease  and  any riders and plans attached hereto  shall
     bind and inure to the benefit of Lessor and Lessee  and
     their     respective    successors,    heirs,     legal
     representatives, and assigns.

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

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

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

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

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

(H)  Lessee  agrees to cooperate with Lessor to allow Lessor
     to  obtain  and  use  at Lessor's  expense  promotional
     photographs of the exterior of the Leased Premises.

     (I)   Anything   in   this  Lease   to   the   contrary
     notwithstanding,  the time within  which  either  party
     hereto  shall  be obligated to perform  any  obligation
     (other  than  any obligation to pay any sum  of  money,
     timely  payment  of which shall not be excused  by  the
     provisions  of  this paragraph) shall be  extended  for
     such  additional period as may be reasonable under  the
     circumstances  (but  in no event to  exceed  240  days)
     upon   the  happening  and  continuance  of  any  event
     ("Force  Majeure")  beyond the  reasonable  control  of
     such  performing  party, which Force  Majeure  prevents
     such   performing  party  otherwise  to  perform   such
     obligation  in  a  timely  manner,  including  but  not
     limited   to  any  strike,  lockout,  civil  commotion,
     warlike  operations, invasion, rebellion,  hostilities,
     sabotage,   governmental   regulations   or   controls,
     impracticability  of obtaining any materials  or  labor
     (except  due  to  the payment of monies),  shortage  or
     unavailability  of  a  source  of  energy  or   utility
     service,   Act   of  God,  casualty,  adverse   weather
     conditions, and the default of such party to whom  such
     performance is owed.

ARTICLE 29.  REMEDIES

   NON-EXCLUSIVITY.    Notwithstanding  anything   contained
herein  it is the intent of the parties that the rights  and
remedies contained herein shall not be exclusive but  rather
shall  be  cumulative  along with  all  of  the  rights  and
remedies  of  the  parties which they may  have  at  law  or
equity.

ARTICLE 30.  HAZARDOUS MATERIALS INDEMNITY

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

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

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

together  with  all reasonable attorneys'  fees,  costs  and
disbursements incurred in connection with the defense of any
action  against  Lessor arising out  of  the  above.   These
covenants,  representations and warranties shall  be  deemed
continuing covenants, representations and warranties for the
benefit of Lessor, and any successors and assigns of  Lessor
and  shall survive expiration or sooner termination of  this
Lease.   The  amount of all such indemnified  loss,  damage,
expense  or cost, shall bear interest thereon at ten percent
(10%) per annum and shall become immediately due and payable
in  full  on  demand of Lessor, its successors and  assigns.
Lessee  shall  not be responsible for any liabilities  under
this  Article  to  the  extent the  liability  results  from
activities  of Lessor or any agent, employee, or  contractor
of Lessor.

ARTICLE 31.  ESCROWS

     Upon  the  occurrence of a third default in any  twelve
month  period  by  Lessee, if any, upon  written  demand  by
Lessor, Lessee shall deposit with Lessor on the first day of
each  and  every  month,  an  amount  equal  to  one-twelfth
(1/12th)   of  the  estimated  annual  real  estate   taxes,
assessments  and  insurance ("Charges") due  on  the  Leased
Premises,  or  such higher amounts reasonably determined  by
Lessor  as  necessary to accumulate such amounts  to  enable
Lessor to pay all charges due and owing at least thirty (30)
days prior to the date such amounts are due and payable.  If
Lessee  is  depositing into such escrow as a result  of  its
third  default in any given twelve month period, and  Lessee
shall  not  commit a default for a period of 24 months  from
the  commencement of such escrowing, such  escrow  shall  be
discontinued  unless renewed according to the  terms  hereof
for  the  occurrence of a third default in any twelve  month
period.

   From  time to time out of such deposits Lessor will, upon
the  presentation to Lessor by Lessee of the bills therefor,
pay the Charges or will upon presentation of receipted bills
therefor, reimburse Lessee for such payments made by Lessee.
In the event the deposits on hand shall not be sufficient to
pay  all of the estimated Charges when the same shall become
due  from time to time or the prior payments shall  be  less
than  the  currently estimated monthly amounts, then  Lessee
shall  pay to Lessor on demand any amount necessary to  make
up  the deficiency. The excess of any such deposits shall be
credited  to subsequent payments to be made for such  items.
If  a  default or an event of default shall occur under  the
terms  of  this  Lease, Lessor may, at its  option,  without
being  required so to do, apply any Deposit on hand to  cure
the default, in such order and manner as Lessor may elect.

ARTICLE 32.  NET LEASE

   It  is  the intent of the parties hereto that this  Lease
shall  be a net lease and that the Rent defined pursuant  to
Article 4 should be a net Rent paid to Lessor.

ARTICLE 33.  RIGHT OF FIRST REFUSAL

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

      (A)  Duration of Right of First Refusal.  The Right of
First  Refusal  and  all  rights and  privileges  of  Lessee
hereunder shall be in force for the term of this Lease until
the expiration of Lessee's right to possession.

      (B)  Manner of Exercising Right of First Refusal.   If
Lessor  ("Selling Lessor") shall desire to sell all  or  any
portion  of its interest in the Leased Premises (subject  to
the  terms of this Lease), Selling Lessor shall give  Lessee
written notice of Selling Lessor's intention to sell Selling
Lessor's interest (partial or whole) in the Leased Premises.
Such  notice ("Lessor's Notice") shall give Selling Lessor's
name  and address and state a price at which Selling  Lessor
intends to sell and will sell a specified portion or all  of
its  interest in the fee simple to the Leased Premises.   If
Lessee shall fail to exercise its Right of First Refusal  as
set  forth  herein, the terms of Article 33(E) shall  apply.
For  twenty (20) business days following the giving of  such
notice,  Lessee shall have the option to elect in a  written
notice  to Selling Lessor to agree to purchase such  portion
of  the  fee interest of the Selling Lessor as set forth  in
Lessor's  Notice at the price in cash stated in the Lessor's
Notice.   A  written notice in substantially  the  following
form,  addressed to Selling Lessor and signed by Lessee  and
given,  in  accordance with the provisions of Article  28(A)
hereof, within the period for exercising the Right of  First
Refusal,  submitted  with a bank cashier's  check  or  money
order  payable to the order of Selling Lessor in the  amount
of  $5,000.00  (the "Earnest Money") shall be  an  effective
exercise of Lessee's Right of First Refusal, to wit:

                             (date)

"We  hereby exercise the Right of First Refusal to  purchase
such  portion of the fee interest of the Selling Lessor  (as
set forth in Lessor's Notice) in the property commonly known
as Mimi's Cafe, Kansas City, Missouri, pursuant to the Right
of  First  Refusal  contained  in  that  certain  Net  Lease
Agreement between us pertaining to said premises."

     (C)  Terms of Sale if Right of First Refusal Exercised.
Upon  Lessee's  exercise of the Right of  First  Refusal  in
accordance  with the provisions of subparagraph (B)  hereof,
Selling  Lessor  shall be obligated to sell  and  convey  by
recordable  general  warranty deed,  good  and  indefeasible
title  to  its  interest  in the Leased  Premises  (or  such
portion  thereof  as set forth in Lessor's  Notice)  subject
only to the matters affecting title which were of record  at
the  time  Selling  Lessor came into  title  to  the  Leased
Premises and those matters which Lessee created, suffered or
permitted to accrue during the term hereof, and Lessee shall
be  obligated  to purchase such Lessor's interest  upon  the
following terms and conditions:

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

          (ii)  Closing.  Closing shall be sixty  (60)  days
          after  the  expiration of the twenty  days  within
          which  Lessee  may  exercise its  Right  of  First
          Refusal,   unless  the  parties   mutually   agree
          otherwise.  The Purchase Price less credit for the
          Earnest  Money  and  any other  credits  to  which
          Lessee is entitled hereunder shall be tendered  in
          cash  or  other  certified  funds  by  Lessee   at
          Closing.

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

          (iv)  Prorations.  Selling Lessor  shall  pay  the
          cost of the aforesaid title policy and any and all
          state  and municipal taxes imposed by law  on  the
          transfer  of the title to the Leased Premises,  or
          the  transaction pursuant to which  such  transfer
          occurs.   Water, sewer and other utility  charges,
          if  any,  which  are not metered, driveway  permit
          charges,  if any, general real estate  taxes,  and
          other similar items, shall be adjusted ratably  as
          of  the  Closing,  except to the extent  otherwise
          settled  between  the parties  pursuant  to  other
          provisions  of this Lease.  A prorated portion  of
          the  Rent  prepaid  by Lessee  for  the  month  of
          closing  shall  be  credited toward  the  Purchase
          Price and Lessee shall be given a credit for  rent
          prepaid  for any period after the month  in  which
          the  Closing occurs.  Otherwise, Lessee shall  not
          receive  a  credit against the Purchase Price  for
          Rent paid hereunder.

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

          (vi)  Remedies  on  Default.  If  Lessee  defaults
          under  the provisions of this subparagraph  33(C),
          Selling  Lessor shall have the right to annul  the
          provisions  of this paragraph 33 by giving  Lessee
          notice  of  such election, provided  that  Selling
          Lessor  has first notified Lessee of such  default
          and  Lessee has failed to cure the same within ten
          (10)   days  after  such  notice.   Upon   Selling
          Lessor's   notice  of  annulment   in   accordance
          herewith, the Earnest Money shall be forfeited and
          paid  to  Selling  Lessor as  liquidated  damages,
          which shall be Selling Lessor's sole and exclusive
          remedy.   If  Selling  Lessor defaults  under  the
          provisions of this subparagraph 33(C) and fails to
          cure such default within ten (10) days after being
          notified  of  the  same by Lessee,  then  in  such
          event,  (i) the Earnest Money at Lessee's election
          and  immediately upon its demand shall be returned
          to Lessee, which return shall not, however, in any
          way  release  or absolve Selling Lessor  from  its
          obligations  hereunder and (ii)  Lessee  shall  be
          entitled   to   all  remedies  (both   legal   and
          equitable) the law (both statutory and decisional)
          of  the  state  in which the Leased  Premises  are
          situated  provides without first having to  tender
          the  balance of the purchase price as a  condition
          precedent thereof and without having to  make  any
          election of such remedies.

     (D)  Effect of Right of First Refusal on Lease.  If the
Right  of  First  Refusal  is exercised  by  Lessee  and  is
exercisable in Lessor's Notice as to the entire fee  simple,
this Lease shall continue in full force and effect until the
Closing  hereinabove  specified.   If  the  Right  of  First
Refusal  is exercised only as to all of an undivided portion
of  the  fee simple to the Leased Premises, the Lease  shall
remain   in   full  force  and  effect  without  merger   or
termination  of  this  Lease because of  such  purchase  and
Lessee shall continue to hold a Right of First Refusal as to
such  unsold portion(s) of Selling Lessor's interest in  the
Demised  Premises that Selling Lessor thereafter desires  to
sell.   If  Selling  Lessor withdraws  the  Lessor's  Notice
pursuant  to subparagraph 33(C)(iii), Lessee shall  continue
to  hold  a  Right  of  First  Refusal  as  to  such  unsold
portion(s)  of  Selling  Lessor's interest  in  the  Demised
Premises  that  Selling Lessor thereafter desires  to  sell.
If  for  any reason such Closing fails to occur, this  Lease
shall continue in full force and effect, except that if  the
provisions  of  this  paragraph 33 are annulled  by  Selling
Lessor, in accordance with subparagraph 33(C)(vi), by reason
of  a  default  by  Lessee, this Lease  shall  continue  but
without  the  provisions of this paragraph 33 being  a  part
hereof.

      (E)   If  Lessee fails to exercise its Right of  First
Refusal,  Selling Lessor shall be free to sell  all  or  any
portion  of  its  interest in the Leased Premises,  provided
that  the  Selling Lessor giving such Lessor's Notice  shall
sell  its interest (or a portion thereof) for a price  equal
to  or  greater  than  the price (or  the  pro-rata  portion
thereof if a portion of the Selling Lessor's interest in the
Leased Premises is sold) set forth in Lessor's Notice.  This
Right  of First Refusal shall survive any sale of the Leased
Premises and shall apply to any subsequent sale or potential
sale by Lessor or its successors and assigns.

ARTICLE 34.  DEVELOPMENT FINANCING AGREEMENT

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

ARTICLE 35.  MANDATORY OBLIGATION TO PURCHASE

      Notwithstanding  anything to the  contrary  set  forth
anywhere  in  this Lease, in the event Zona Rosa Development
LLC  ("Developer"),  or  any  of Developer's  successors  or
assigns, invokes the right of Developer set forth in Section
8(a)  of that certain Covenants, Conditions and Restrictions
Agreement Zona Rosa Town Center Mimi's Cafe Parcel ("CCR's")
to  repurchase the Leased Premises, Lessee shall perform all
obligations  of the owner under Section 8(a) of such  CCR's,
which obligations derive from Developer's invocation of such
right  to repurchase, except only the obligation to execute,
acknowledge and deliver the instrument pursuant to which the
Leased  Premises shall be conveyed from Lessor to  Developer
at   the   closing  of  such  repurchase,  which  execution,
acknowledgement, and delivery shall be performed  by  Lessor
in  a  timely  manner and at Lessee's expense),  and  Lessee
shall   bear   all  costs,  including  Lessor's   reasonable
attorneys  fees,  necessary to fulfill such  obligations  of
Lessor  to  convey  the Leased Premises  to  Developer.  The
closing date of such repurchase by Developer shall be  known
as the "Repurchase Date".  At least one (1) day prior to the
Repurchase  Date,  in  addition  to  any  other  amounts  or
documents  that Lessee shall deliver to escrow in accordance
with  the  terms of such Section 8(a) of such CCR's,  Lessee
shall deposit for the benefit of Lessor and for disbursement
to  Lessor  on the Repurchase Date, an amount equal  to  the
difference  between the Repurchase Price (as  such  term  is
defined  in the CCR's) and the price paid by Lessor (or  any
future fee owner of the Leased Premises not affiliated  with
Lessor)  to  acquire  the Leased Premises,  plus  the  total
amount of Lessor's costs incurred pursuant to the provisions
of  this Article 35.  Lessee acknowledges that the intent of
this Article 35 is to enable Lessor to comply with the terms
of  the CCR's at no expense to Lessor, against which expense
Lessee hereby agrees to indemnify Lessor.

ARTICLE 36.  LESSEE'S RIGHT TO ENFORCE BENEFICIAL COVENANTS

      Notwithstanding  anything to the  contrary  set  forth
anywhere  in this Lease, Lessor hereby grants to Lessee  the
right to enforce, either in Lessor's name, in Lessee's name,
or  both,  any  covenant, condition, restriction,  easement,
equitable servitude, or any other agreement running  to  the
benefit   of   Lessor,   Lessee  or  the   Leased   Premises
("Benefits"),   which  Benefits  arise   pursuant   to   the
provisions   of  that  certain  Declaration  of   Covenants,
Restrictions  and  Easements  for  the  Zona  Rosa   Gateway
District  ("Declaration"), the CCR's defined in  Article  35
above,  and any and all Benefits superior thereto;  provided
(i)  such Declaration or CCR's provides Lessor the right  to
permit its lessee to enforce such Declaration or CCR's, (ii)
Lessee  shall invoke and pursue such enforcement at no  cost
to Lessor, and Lessor shall reasonably accommodate Lessee in
Lessee's  enforcement efforts, and (iii) Lessor, at Lessor's
option, may join in any such enforcement by Lessee.  Nothing
herein shall be deemed to preempt Lessor from enforcing  any
Benefits independent of Lessee.

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

LESSEE:   SWH CORPORATION


                      By:/s/ Edward T Bartholemy
                             Edward T Bartholemy  [Print Name of Signatory]

                      Its: Treasurer


LESSOR:


        AEI ACCREDITED INVESTOR FUND 2002 LIMITED
        PARTNERSHIP

        By: AEI Fund Management XVIII, Inc.

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


        AEI INCOME & GROWTH FUND 25 LLC

        By: AEI Fund Management XXI, Inc.

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






                         EXHIBIT "A"

Lot 2, Block 2, ZONA ROSA 3RD PLAT, a subdivision of land in
Kansas City, Plattee County, Missouri, according to the
recorded plat thereof.