ASSIGNMENT OF
          DEVELOPMENT FINANCING AND LEASING COMMITMENT

      THIS  ASSIGNMENT  made and entered into this  10th  day  of
November,  2003,  by  and between AEI FUND  MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI INCOME & GROWTH  FUND
25 LLC, a Delaware limited liability company ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the  30th  day of September,  2003,  Assignor
entered into a Development Financing and Leasing Commitment ("the
Commitment") for that certain property located at 8500 N. Prairie
View, Kansas, City, MO (the "Property") with SWH Corporation., as
Lessee; and

      WHEREAS,  Assignor  desires to assign  an  undivided  fifty
percent  (50.0%)  of its rights, title and interest  in,  to  and
under the Commitment to Assignee as hereinafter provided;

      NOW,  THEREFORE, for One Dollar ($1.00) and other good  and
valuable  consideration, receipt of which is hereby acknowledged,
it is hereby agreed between the parties as follows:

     1.    Assignor assigns all of its rights, title and interest
     in, to and under the Commitment to Assignee, to have and  to
     hold the same unto the Assignee, its successors and assigns;

     2.     Assignee   hereby  assumes  all   rights,   promises,
     covenants,  conditions and obligations under the  Commitment
     to be performed by the Assignor thereunder, and agrees to be
     bound  for  all  of  the obligations of Assignor  under  the
     Commitment.

All  other  terms and conditions of the Commitment  shall  remain
unchanged and continue in full force and effect.

AEI FUND MANAGEMENT, INC.
("Assignor")

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

AEI INCOME & GROWTH FUND 25 LLC ("Assignee")

BY: AEI FUND MANAGEMENT XXI, INC.

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




          DEVELOPMENT FINANCING AND LEASING COMMITMENT
                       (the "Commitment")
                                          September 30, 2003

     AEI  Fund Management, Inc., or its assigns, ("AEI"),  agrees
to  purchase, and you, SWH Corporation ("Lessee"), agree to  sell
to  and  simultaneously lease from AEI, a parcel of land  in  the
City  of  Kansas City, Platte County, Missouri, legally described
on  Exhibit "A" attached hereto (together with the "Improvements"
as  defined below, the "Parcel"), with the understanding that the
building,  site  improvements, fixtures, HVAC, non-trade  fixture
items financed by AEI, constituting a Mimi's Cafe restaurant (the
"Improvements")  is to be developed by you on  the  Parcel  after
AEI's purchase of the Parcel from the party with whom you have  a
binding purchase agreement ("Seller"), which Parcel's development
and lease will be subject to the provisions and conditions herein
contained:

A.   LESSEE

Lessee Name:   SWH Corporation
               17852 E 17th Street, Suite 108
               Tustin, CA  92780

                                   Phone:         714-544-4826
                                   Facsimile:     714-734-5970

 B.  ACQUISITION OF PARCEL

     This  Commitment  is contingent upon AEI's purchase  of  the
     Parcel  from  Seller  (as  defined below),  pursuant  to  an
     assignment to AEI of the purchaser's interest in a  Purchase
     and  Sale Agreement ("Purchase Agreement") dated August  19,
     2003  by  and between Lessee and Zona Rosa Development,  LLC
     ("Seller").  Said purchase agreement and assignment shall be
     in a form and substance reasonably satisfactory to AEI.  The
     assignment  of the purchase agreement to AEI  would  not  be
     effective until the Closing Date, defined in Article D.2.

C.   FEES AND COSTS

     1.   A  commitment  fee  of $22,000, equal  to  One  percent
          (1.0%)  of  the "Land and Hard Costs" shown on  Exhibit
          "B"  (the "Commitment Fee"), will be payable by  Lessee
          to AEI upon the signing and delivery of this Commitment
          by  Lessee  to  AEI.  Lessee's estimate  of  the  total
          project cost that will be incurred to acquire the  land
          and  complete the Improvements, is set forth on Exhibit
          "B"  ("Estimated Total Project Cost"). A  complete  and
          accurate  Total Project Cost Budget shall be  submitted
          by  Lessee  and  approved by AEI and  attached  to  the
          Development  Financing Agreement (as set  forth  below)
          between  Lessee  and  AEI as a condition  precedent  to
          AEI's   obligations  hereunder.   AEI  shall  fund   up
          $2,200,000  of  the  Total  Project  Cost.   AEI  shall
          purchase  the Parcel and thereafter AEI shall fund  all
          hard   construction   costs  for  completion   of   the
          Improvements up to the aggregate AEI funding amount  of
          $2,200,000.    Lessee   shall   thereafter   fund   the
          difference  between $2,200,000 and  the  Total  Project
          Cost  Budget  ("Lessee  Equity Contribution").   Lessee
          Equity   Contributions  shall  not  give   Lessee   any
          ownership interest in any of the real property fixtures
          or Improvements paid for with such contributions.

          Subject  to Article L hereof, the Commitment Fee  shall
          be  considered earned upon AEI's execution and delivery
          of this Commitment to Lessee.

     2.   All  outstanding  real  estate taxes,  and  levied  and
          pending  special assessments, due and payable prior  to
          the Closing Date, as defined in Article D.2 hereof,  or
          assessed for the year in which closing shall occur,  if
          due  and  payable  in the year in which  closing  shall
          occur, shall be paid by Seller or Lessee in full at  or
          prior  to  the Closing Date (pro-rated in the  Seller's
          Purchase  Agreement for the Parcel as  of  the  Closing
          Date).

     3.   Lessee  shall pay all expenses incident to the  Closing
          and  necessary to comply with the requirements  herein,
          as  consistent  with this Commitment,  including  AEI's
          legal  costs  incurred by AEI (capped  at  $5,000)  and
          reimburseable to Lessee in such amounts as agreed to by
          AEI  as  set forth on the Estimated Total Project  Cost
          Budget,  to  be  agreed  upon between  the  parties  in
          connection  with  the Development Financing  Agreement,
          and itemized substantially in the form as set forth  on
          Exhibit B .

     4.   AEI  shall  permit Lessee to construct the Improvements
          on  the Parcel owned by AEI, according to the plans and
          specifications  submitted to AEI,  and  pursuant  to  a
          construction contract between Lessee and its contractor
          ("General  Contractor"),  a  copy  of  which  shall  be
          provided in advance of the Closing Date to AEI. Subject
          to the terms of the Development Financing Agreement, to
          be  negotiated  between  the  parties,  funds  will  be
          advanced  for  the  construction of  the  Improvements,
          capped   by  the  limitations  set  forth  below   (the
          "Development Financing").

          The  portion of the Actual Total Project Cost  (defined
          in  Article D.1 hereof) to be funded by AEI, shall  not
          exceed  the  lesser of $2,200,000, or the approved  MAI
          appraised   value.    Provided,   however,   that   the
          Development Financing Agreement shall provide that upon
          uncured  default  by Lessee (after  the  expiration  of
          applicable  notice  and  cure  periods),  in  order  to
          complete   the  Improvements,  AEI  may  fund   up   to
          $3,000,000  in Development Financing for  which  Lessee
          shall be responsible under the terms of the Development
          Financing Agreement.



 D.       CLOSING TERMS

     1.   Actual  Total Project Cost:  The portion of the  Actual
          Total Project Cost to be funded by AEI as set forth  in
          paragraph  C(4) above will include only all  verifiable
          project costs actually incurred, either as part of  the
          Estimated  Total  Project Cost Budget, or  subsequently
          (the  "Actual Total Project Cost"), being  those  costs
          described on Exhibit "B" attached hereto.

     2.   Closing  Date:  The closing date for AEI's purchase  of
          the  Parcel  from  Seller and the commencement  of  the
          Lease  described  in Article F. hereof  shall  coincide
          with  the  date  set  forth in the  Purchase  Agreement
          whereby Lessee and Seller are obligated to close escrow
          (the  "Closing  Date"),  provided,  AEI  shall  not  be
          obligated to close until after delivery and approval of
          all  of the items contemplated hereunder including, but
          not   limited  to,  the  execution  of  the   documents
          described  in  Article H. hereof.  If  Lessee  has  not
          performed under this Commitment by April 1, 2004,  this
          Commitment shall be null and void at the option of AEI.
          In  the  event  Lessee requests an  extension  of  this
          Commitment, and said extension is approved  by  AEI  in
          its   sole  discretion,  a  written  addendum  to  this
          Commitment shall be required.

     3.   Closing  Agent:   The  closing  contemplated  hereunder
          shall  be  handled  by LandAmerica National  Commercial
          Services, 1850 North Central Ave., Suite 300,  Phoenix,
          Arizona 85004, Attn: Escrow No. X03-28492 ("Escrowee"),
          acting  under  instructions  from  Lessee's  and  AEI's
          counsel.

     4.   This  Commitment  shall  not be  assignable  by  Lessee
          without  AEI's  prior  written  approval,  by  law,  or
          otherwise, but may be assigned by AEI at its option, in
          whole  or in part, in such manner as AEI may determine,
          to  an affiliate or affiliates of AEI.  Notwithstanding
          the  foregoing, at Lessee's option, and  upon  Lessee's
          request,  AEI shall consent to the assignment  of  this
          Commitment  by  Lessee to a wholly-owned subsidiary  of
          Lessee  formed by Lessee for the purpose  of  operating
          Lessee's restaurants within the State of Missouri.   If
          this  Commitment  shall  be so assigned,  Lessee  shall
          agree  to  be a Guarantor of the Development  Financing
          Agreement and of the Lease.

     5.   Parcel  Inspection:  As a condition precedent to  AEI's
          obligations  hereunder, the Parcel shall  be  inspected
          and  approved by AEI.  AEI shall be paid a $2,000  Site
          Inspection  Fee to be paid upon return of  this  signed
          Commitment by Lessee.

     6.   As   a   condition  precedent  to  closing   on   AEI's
          acquisition  of the Parcel and AEI's first disbursement
          for   the   Development   Financing,   the   supporting
          documentation listed below must be submitted to AEI not
          less  than ten (10) business days prior to the  Closing
          Date,  in form and content satisfactory to AEI and  its
          counsel:

          a.   Lessee  is to furnish AEI with an acceptable  cost
               breakdown itemizing estimated construction  costs,
               including,  but not limited to, land  acquisition,
               building   and  landscaping  construction   costs,
               reflected  on  an  Estimated  Total  Project  Cost
               Budget;

          b.   The  Lessee shall submit to AEI current  financial
               statements as described on Exhibit "C".

          c.   The  Lessee shall furnish a commitment for an ALTA
               Owner's   Policy   of  Title  Insurance   insuring
               marketable  title in the Parcel, subject  only  to
               such  matters  as  AEI may approve  and  excluding
               exceptions   for  mechanic's  liens,  survey   and
               parties in possession (the "Title Commitment") The
               policy  shall be issued by the national office  of
               Lawyer's  Title Insurance Corporation (the  "Title
               Company")  and shall contain such endorsements  as
               AEI  may require including, a future disbursements
               endorsement  up  to  the Estimated  Total  Project
               Cost, an extended coverage endorsement, creditor's
               rights  endorsement,  and an owners  comprehensive
               coverage endorsement.  The Title Commitment  shall
               list  Seller as the present fee owner  and  should
               show  AEI  as  the fee owner to be  insured.   The
               Title Commitment shall also include an itemization
               of all outstanding and pending special assessments
               or  should state that there are none, if  such  is
               the  case,  and  state  the manner  in  which  any
               outstanding  assessments  are  payable,  that  is,
               whether  they  are  payable in monthly  or  yearly
               installments,  setting forth the  amount  of  each
               such  installment  and its  duration.   The  Title
               Commitment  shall also include an  itemization  of
               taxes  affecting the Parcel and the  tax  year  to
               which they relate; should state whether taxes  are
               current  and,  if  not,  shall  show  the  amounts
               unpaid,  the  tax parcel numbers, and whether  the
               tax parcel includes property other than the Parcel
               to  be  purchased.   All easements,  restrictions,
               documents, and other items affecting title  should
               be listed in Schedule "B" of the Title Commitment.
               COPIES OF ALL INSTRUMENTS CREATING SUCH EXCEPTIONS
               MUST  BE ATTACHED TO THE TITLE COMMITMENT.  During
               construction  of the Improvements, AEI  is  to  be
               furnished  with  down-date  endorsements  to   the
               owner's  title  insurance policy  with  continuing
               affirmative  mechanic's lien coverage pursuant  to
               acceptable endorsements increasing coverage to the
               aggregate of all disbursements made by AEI to  the
               date thereof.

          d.   AEI is to be furnished with a  policy of builder's
               risk insurance   by  Lessee, as  well   as  public
               liability coverage, hazard insurance,and workman's
               compensation coverage by the  General  Contractor,
               all in such amounts and placed with such companies
               as   may  be  reasonably  acceptable  to  AEI,  in
               accordance   with  the  Instructions  to Insurance
               Agent set forth on Exhibit "D-1"  attached hereto.
               In   addition,  AEI  shall  be  furnished     with
               reasonably   satisfactory   flood  and  earthquake
               insurance, unless reasonably satisfactory evidence
               is given that the Parcel is not   located within a
               federally designated flood plain area or is  above
               the applicable 100 year flood plain level, and not
               in a federally designated earthquake prone area or
               is  not  in  an  ISO  High  Risk  Earthquake  Zone
               respectively.

                     All  policies  of  insurance  must  name  as
               additional  named insureds:  AEI or  its  specific
               assigns and the Corporate General Partners of  AEI
               and  of  said assignee, and Robert P. Johnson,  as
               the  Individual General Partner of said  assignee,
               and  Lessee  as insured or additional insured,  as
               their  respective interests may appear, and  shall
               provide  that  the  policies  cannot  be  canceled
               without  thirty (30) days written  notice  to  the
               parties.  In addition, all policies shall  contain
               endorsements by the respective insurance companies
               waiving all rights of subrogation, if any, against
               the   parties  named  as  insured  or   additional
               insured.  All insurance companies must be approved
               in  writing by AEI.  No closing will occur without
               all insurance policies completed and in place.

          e.   Preliminary survey acceptable to AEI prepared by a
               licensed  surveyor, complying with the  guidelines
               set forth on Exhibit "E-1" attached hereto.

          f.   Final    plans   and   specifications   for    the
               Improvements   upon   which   construction   shall
               commence,  prepared  by an architect  or  engineer
               reasonably acceptable to AEI.

          g.   A  soils report prepared by an engineer reasonably
               acceptable to AEI.

          h.   Appraisal  of  the  Parcel by an  independent  MAI
               appraiser  acceptable to AEI  at  the  expense  of
               Lessee  (AEI  shall make the initial  attempts  to
               obtain  such  appraisal in a form satisfactory  to
               AEI).

          i.   AEI  shall  procure (with Lessee's cooperation)  a
               letter   from  the  appropriate  officer  of   the
               municipality or county exercising land use control
               over  the  Parcel  (if it is the  policy  of  such
               municipality  or county to issue  such  a  letter)
               stating:   (a)  the  zoning  code  affecting   the
               Parcel;  (b) that the Parcel and its intended  use
               complies  with  such zoning code, city  ordinances
               and  building and use restrictions; (c) that there
               are  no  variances,  conditional  use  permits  or
               special  use  permits  required  for  use  of  the
               Improvements on the Parcel, or if such permits are
               required,  specifying the existence  of  same  and
               their terms, and (d) that the Parcel complies with
               the platting ordinances affecting them and can  be
               conveyed  without the requirement  of  a  plat  or
               replat  of the Parcel.  If the Parcel falls within
               any subdivision rules or regulations, evidence  of
               compliance  with such subdivision regulations,  or
               waiver  of  the same by the appropriate officials,
               is required.

          j.   AEI  shall  procure  (with  Lessee's  cooperation)
               written  advice  from all proper public  utilities
               and  municipal authorities, that utility  services
               are  available to the Parcel for gas, electricity,
               telephone,  water and sewer. Lessee shall  provide
               AEI  a  copy of Lessee's site investigation report
               for the Parcel.

          k.   Copy  (which is acceptable if transmitted  to  AEI
               via   telecopier)  of  the  building  permit   for
               construction of the Improvements on the Parcel.

          l.   Copies  of all construction contracts or  accepted
               bid(s) constituting the same.

          m.   Copy  of  architect's contract or letter agreement
               constituting the same, to be collaterally assigned
               to AEI during the construction of the Improvements
               contemplated for the Parcel;  AEI understands that
               the architect's costs are not being funded by AEI,
               but  AEI shall have an enforceable right to engage
               the  Architect at Lessee's expense to complete the
               Improvements in the  event of default by Lessee.

          n.   Copy  of  purchase agreement for the land  between
               Lessee   and   Seller  and  all   amendments   and
               assignments of said purchase agreement,  including
               the assignment of the purchase agreement to AEI.

          o.   Photographs of all sides of the Parcel.

          p.   To  the  extent not already furnished  to  AEI  in
               connection  with  previous  transactions   between
               Lessee   and  AEI,  copies  of  the  Articles   of
               Formation   or   Incorporation,  By-Laws   (and/or
               Operating  or  Membership  Agreement)   and   Good
               Standing  Certificate  for  the  Lessee  and   any
               Corporate   or  Partnership  Guarantor,   and   at
               closing,  Lessee and Guarantors shall deliver  the
               certificate  of the corporate secretary  that  the
               documents previously supplied to Lessor remain  in
               full force and effect.  Such certificate shall  be
               delivered  at  closing  together  with  all  other
               documents  AEI  deems  necessary  to  support  the
               authority  of the persons executing any  documents
               on behalf of the corporation, including encumbancy
               certificates  and  corporate  resolutions  of  the
               directors and shareholders (or of the Partnership,
               including resolution of the partners).



          q.   UCC searches on Seller and Lessee from the offices
               of  the Secretary of State and the county recorder
               for  the  state and county in which the Parcel  is
               located.

          r.   Reliance  letter in favor of AEI allowing  AEI  to
               rely  upon  that  certain  Phase  I  Environmental
               Assessment    Report    prepared    by    Kingston
               Environmental Services, dated January 2002,  which
               Report  AEI  has  reviewed and  approved  for  its
               purposes .

At closing, Lessee shall deliver:

          s.   Executed documents described in Article H. hereof.


     7.    At  the completion of construction of the Improvements
     on  the  Parcel and prior to the Final Disbursement  of  the
     Development  Financing, Lessee shall deliver  the  following
     documents to AEI:

          a.   Certificate of Completion executed by the  Project
               Architect  having inspected the Parcel during  the
               course  of  construction,  and  executed  by   the
               General Contractor.  Said Certificate shall be  in
               a   form  reasonably  satisfactory  to  AEI,   and
               substantially  similar  to  the  form   previously
               delivered  by  Lessee in prior  transactions  with
               Lessor or its affiliates.

          b.   Certificate of Occupancy.

          c.   Copies  of  all necessary permits and licenses  of
               any  governmental  body  or  authority  which  are
               necessary to permit the use and occupancy  of  the
               Improvements    on   the   Parcel,    specifically
               including, but not limited to, liquor licenses.

          d.   Certified  cost  statement  itemizing  the  Actual
               Total  Project  Costs signed  by  the  Lessee  and
               related   documentation  supporting  said  project
               costs.

          e.   Insurance  policies issued by companies reasonably
               acceptable to AEI for coverage as required by  the
               lease, with AEI named as additional named insured,
               complying with the guidelines set forth on Exhibit
               "D-2" attached hereto.

          f.   As-built  survey, complying with the  requirements
               of Exhibit "E-2" attached hereto.

          g.   Final date-down endorsement to title policy.

          h.   Final  draw  documentation  as  required  by   the
               development  financing documentation described  in
               Article E. hereof.

          i.   Estoppel from Lessee.

          j.   Lease  amendment  setting forth  the  second  full
               lease  year's commencement date, the rent for  the
               remainder   of   the  term  and  terminating   the
               Development  Financing Agreement (as described  in
               Article E. hereof).

E.   DEVELOPMENT FINANCING TERMS

     Disbursements  for  construction of  the  Improvements,  the
Development  Financing,  will  be made  in  accordance  with  the
provisions of the Development Financing Agreement and Development
Financing  Disbursement  Agreement to be negotiated  between  the
parties  prior  to  the  closing  date,  in  form  and  substance
reasonably satisfactory to AEI, which forms shall be deemed to be
reasonable if used by AEI with like parties similar in credit and
size to Lessee.

F.   LEASE TERMS

     The Lease, in the form to be agreed upon between the parties
hereto   prior  to  the  Closing  Date  (in  form  and  substance
reasonably satisfactory to AEI, which forms shall be deemed to be
reasonable if used by AEI with like parties similar in credit and
size to Lessee), will be executed and delivered by AEI and Lessee
at Closing, to include the following terms (as further defined in
the Lease or Development Financing Agreement):

     1.   Base Rent:

          a.   Annual  rent on the Disbursed Funds from  date  of
               disbursement through the Rental Modification  Date
               (absent default by Lessee): Six percent (6%).

          b.          Initial  Annual  Rent as  a  Percentage  of
               Actual   Total  Project  Cost  from   the   Rental
               Modification  Date or the Final Disbursement  Date
               (as  both are defined in the Development Financing
               Agreement): Nine and one-quarter percent  (9.25%).
               Rent shall be payable in advance of the first  day
               of each month in equal monthly installments.

          c.          After the Final Disbursement of Development
               Financing Proceeds, Annual Rent shall increase  at
               the  beginning of the Sixth Lease Year  and  every
               Fifth  Lease Year thereafter by the lesser of  Ten
               Percent  (10%) of the Rent payable for  the  prior
               Lease Year, or two times the CPI increase for such
               five year periods.


     2.   Initial  Lease  Term:  Twenty   (20)  years  plus   the
          Development   Financing  Period  set   forth   in   the
          Development Financing Agreement.

     3.   Renewal Terms:  Three (3) terms of five (5) years  each
          with  rent  increases  as set forth  above  in  Article
          F.1.c.

     4.   Type   of Use:   Mimi's Cafe restaurant or other  trade
          name used by Lessee.

     5.   Lease effective date:  The Lease shall be effective  as
          of the Closing Date.

     6.   Lessee's Right of Assignment:  The Lease shall  not  be
          assignable by Lessee until after the Final Disbursement
          Date, and then only in accordance with the terms of the
          Lease.  However, after the Final Disbursement Date, the
          Lease shall provide that Lessee may assign its interest
          under the following conditions:

          Except as hereinafter expressly provided, Lessee  shall
          not  assign or sublet all or any part of this Lease  or
          Lessee's  interest in the Leased Premises (collectively
          called  "Transfer") without first procuring the written
          consent  of the Lessor.  The foregoing notwithstanding,
          none of the following events shall be deemed a Transfer
          hereunder: (i) the assignment of the Lease or  sublease
          of  the  Premises  to  Lessee's subsidiary,  parent  or
          affiliate,  (ii)  the  sale of a majority  of  Lessee's
          stores  in  Missouri  to a major national  or  regional
          restaurant  operator  meeting the  criteria  set  forth
          below addressing where Lessor shall agree to consent to
          a  transfer  of Lessee's interest, (iii) the assignment
          of  this  Lease  or  sublease  of  the  Premises  to  a
          successor  corporation  as a  result  of  a  merger  or
          consolidation  with  another  company,  and  (iv)   the
          assignment of the Lease or sublease of the Premises  to
          a  corporation  the  stock of which is  registered  for
          public  sale with the United States Securities Exchange
          Commission   and  whose  asset  base  is  substantially
          similar  to,  or  greater than, Lessee;  provided  that
          within  fifteen (15) days after the effective  date  of
          any  such  events  (i)  through (iv)  the  assignee  or
          sublessee executes and delivers to Lessor an instrument
          containing  an  express assumption of all  of  Lessee's
          obligations under this Lease and delivers to Lessor the
          written  affirmation  of Lessee's continuing  liability
          under the Lease.

          Lessor agrees to consent to any proposed assignment  or
          sublease  requiring the Lessor's prior written consent,
          where  each  of  the following criteria  is  reasonably
          satisfied:


          (a)  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;

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

          (c)  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,  (iii)  operational procedures, and (iv) store
          marketing.  The chain is to derive substantially all of
          its revenue from the  operations of full service casual
          dining restaurants; and

          (d)  Lessee is not in default of this  Lease beyond any
          applicable cure period.

G.   GUARANTOR(S) OF LEASE AND DEVELOPMENT FINANCING AGREEMENT

     Not  Applicable unless Lessee shall assign this  Commitment,
     in  which  case  Lessee shall be a Guarantor  of  the Lease
     and Development Financing Agreement.

H.   DOCUMENTS

     The  documents  listed  below shall  be  prepared  by  AEI's
     counsel in accordance with the terms hereof and executed at,
     or  prior  to,  the  Closing  Date  in  form  and  substance
     satisfactory to AEI:

     1.        Development Financing Agreement;

     2.        Development Financing Disbursement Agreement;

     3.        Assignment of purchase agreement for the land;

     4.        Collateral  Assignments of construction  contracts
               or  accepted  bids in lieu thereof and architect's
               contract,  and  consents  thereto  signed  by  the
               Contractor and Architect, respectively.

     5.        Net Lease Agreement;

     6.        Affidavit of Lessee;

     7.        Hazardous  Substances
               Indemnification   Agreement    of    Lessee    and
               Guarantors;

     8.        FIRPTA Affidavit of Seller;

     9.        Guaranties of Development Financing Agreement (if
               applicable);

     10.       Guaranty of Lease (if applicable);

     Lessee's   counsel  shall  submit  to  AEI's  counsel,   the
     following, within 5 business days prior to closing:

     Attorney's  Opinion Letter to be given by Lessee's  internal
     and outside counsel necessarily familiar with the conduct of
     Lessee's  business and the jurisdiction in which the  Parcel
     is situated to render such opinion, as to the enforceability
     of  the Lease and compliance of the Lease with local law and
     due  authority  of the signatures, in a form  and  substance
     reasonably satisfactory to AEI.  Such form of opinion  shall
     be  satisfactory if reasonably similar in form  and  content
     (except  as  to  matters and documents  particular  to  this
     transaction) to opinions previously delivered to AEI or  its
     affiliates by similarly situated Lessees;

     A  copy of the proposed warranty deed and opinions to  AEI's
     counsel  for  its review and approval prior to  closing  and
     such  other  documents as the Title Company deems  necessary
     for  the terms contemplated hereunder in accordance with the
     provisions of this Commitment.

I.   FAIR CREDIT REPORTING ACT

     Lessee  warrants  that all credit information  submitted  is
     true   and  correct,  and  authorizes  AEI  to  make  credit
     investigations and obtain credit reports and other financial
     information, written or oral, respecting Lessee's credit and
     financial  positions, as it may deem necessary or  expedient
     at Lessee's cost and expense (to be capped at $1,000.)

J.   INTERPRETATION

     This   Commitment   and  the  terms   of   the   transaction
     contemplated  to  be made in conformity herewith,  shall  be
     construed  in  accordance  with all applicable  governmental
     regulations  and in accordance with the laws  of  the  state
     where the Parcel is located.

K.   CERTIFICATION

     Lessee hereby certifies that:

     1.   It  has no actions or proceedings pending, which  would
          materially affect the Parcel or Lessee, except  matters
          fully covered by insurance;

     2.   The   consummation  of  the  transactions  contemplated
          hereby, and the performance of this Commitment and  the
          delivery  of  the Lease and other security  and  credit
          instruments contemplated hereunder, will not result  in
          any  material  breach  of,  or  constitute  a  material
          default  under,  any  indenture, bank  loan  or  credit
          agreement,  or other instruments to which Lessee  is  a
          party  or  by  which Lessee may be bound  or  affected,
          which  breach or default would have a material  adverse
          effect on Lessee's performance under this Commitment;

     3.   All    of    Lessee's   covenants,   agreements,    and
          representations  made  herein,  and  in  any  and   all
          documents which may be delivered pursuant hereto, shall
          survive  the  delivery to AEI of the  Lease  and  other
          documents  furnished in accordance  herewith,  for  one
          year   from  the  Final  Disbursement  Date,  and   the
          provisions  hereof  shall continue to  inure  for  such
          period  to  AEI's  benefit,  and  its  successors   and
          assigns;

     4.   The   Parcel   is   in  good  condition,  substantially
          undamaged by fire and other hazards, and has  not  been
          made the subject of any condemnation proceeding.

L.   TERMINATION

     This  Commitment  may  be terminated  in  writing  prior  to
     closing at AEI's option in such manner as AEI may reasonably
     determine,  if:  1) Lessee fails to comply with any  of  the
     material  terms  hereof,  including  but  not  limited   to,
     obtaining AEI's approval of the documents listed in  Article
     D.6. hereof, and does not satisfactorily cure the same on or
     before the Closing Date; 2) a material default exists in any
     financial  obligation of Lessee which would have a  material
     adverse   effect   on   Lessee's  performance   under   this
     Commitment;  3)  any representation made in  any  submission
     proves   to  be  materially  untrue,  materially  false   or
     misleading,  at  any  time prior to the Closing  Date  which
     would have a material adverse effect on Lessee's performance
     under  this Commitment; 4) there has been a material adverse
     change  in the financial condition of Lessee or there  shall
     be   a  material  action,  suit  or  proceeding  pending  or
     threatened  against  Lessee  which  would  have  a  material
     adverse   effect   on   Lessee's  performance   under   this
     Commitment;  5) any bankruptcy, reorganization,  insolvency,
     withdrawal,  or  similar  proceeding  is  instituted  by  or
     against  Lessee and such proceeding is not removed prior  to
     Closing;  6) Seller's financial condition gives  rise  to  a
     commercially   reasonable   risk   that   the    transaction
     contemplated  hereby  constitutes  a  fraudulent  conveyance
     subject  to  attack by Seller's creditors.  In  any  of  the
     foregoing  events (1) through (5), the Commitment Fee  shall
     be  retained  by  AEI.   In  the foregoing  event  (6),  the
     Commitment  Fee  shall  be  returned  to  Lessee,  less  the
     itemized, actual, third party costs then expended by AEI  in
     furtherance of this Commitment.

     In  the  event Lessee and AEI do not reach mutual  agreement
     prior  to the Initial Disbursement of Funds on the documents
     contemplated  to be executed by either party  hereunder,  by
     delivery  of  written  notice  to  the  other  party,   this
     Commitment may be terminated at the option of either party.

     AEI  and Lessee acknowledge the unique nature of the  Parcel
     and  agree  that the mutual remedies of any party  hereunder
     shall be limited to the liquidated damages in the amount  of
     either  the  return  of  the Commitment  Fee  to  Lessee  or
     retention  of the Commitment Fee by AEI; provided,  however,
     if  Lessee shall refuse to close (and being without right to
     terminate this Commitment as otherwise set forth herein) and
     shall not occupy the Parcel, even though AEI shall be ready,
     willing,  and  able to do so, AEI shall as its  sole  remedy
     retain  the entire Commitment Fee and Lessee shall  pay  AEI
     the amount of  $100,000 as liquidated damages.

N.   AMENDMENT OR WAIVER

     Neither  this  Commitment nor any provision  hereof  may  be
     changed,  waived, discharged or terminated orally, but  only
     by an instrument in writing signed by the party against whom
     enforcement  of the change, waiver, discharge or termination
     is  sought,  and  in the case of AEI, signed  by  Robert  P.
     Johnson, President of AEI, or his designee in writing signed
     by  Mr.  Johnson authorizing such other party to  execute  a
     specific change, waiver, discharge or termination instrument
     on behalf of AEI.

O.   FEES AND COSTS

     As  a  condition hereof, Lessee agrees to pay  the  fees  of
     AEI's  counsel (capped at $5,000), all out of  pocket  costs
     and  expenses  reasonably incurred by AEI, as  well  as  all
     title  and  escrow charges, the cost of issuance of  interim
     title  certifications, recording and release  fees  and  all
     other  costs  incurred  in connection with  the  transaction
     contemplated hereunder.

 P.  ADVERTISING

     During construction, AEI may place a sign on the Parcel at a
     location  to  be  determined by  Lessee  in  its  reasonable
     discretion,  specifying  that it  is  participating  in  the
     financing on the Parcel, to the extent permitted by  law  or
     private  covenant,  condition, or  agreement  affecting  the
     Project.  Further, AEI may publicize the financing  and  may
     include  in publicity releases, if applicable, the names  of
     Lessee's  corporate  officers,  principals,  and  a  general
     description of the Parcel, occupancy and rentals.

Q.   EXPIRATION

     This  Commitment  must be executed and returned  to  AEI  no
     later than October 10, 2003 for the terms to be effective.




        AEI Fund Management, Inc.

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




This  Commitment  is  accepted and agreed  to  this  3rd  day  of
October, 2003. I authorize the release of any information  deemed
necessary  by AEI to verify any and all information  supplied  to
AEI.  Lessee shall hold AEI harmless for any damages arising from
verification of said information.


(Lessee)       SWH Corporation


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




                           EXHIBIT "A"

                        LEGAL DESCRIPTION

To be provided by Lessee and verified by Lawyer's Title Insurance
                           Corporation


A  tract of land in the Northwest Quarter of Section 12, Township
51, Range 34, Kansas City, Platte County, Missouri, being bounded
and described as follows:  Commencing at the Southwest corner  of
said Northeast Quarter; thence North 0 10 15 East, along the West
line  of said Northeast Quarter, 947.77 feet; thence South 89  49
45 East, 2066.39 feet to the True Point of Beginning of the tract
to  be herein described; thence North 90 00 00 East, 136.25 feet;
thence North 0 00 00 West, 13.40 feet; thence North 90 0 00 East,
182.00 feet; thence South 0 00 00 East, 32.19 feet; thence  North
89 24 10 East, 32.19 feet to a point on the Westerly Right-of-Way
line  of Interstate Route 29, as established by Book 909 at  Page
230,  in  the  office  of  Recorder of Deeds  in  Platte  County,
Missouri;  thence  Southerly, along  said  westerly  right-of-way
line,  on a course to the left, having an initial tangent bearing
of  South 0 35 44 East, a radius of 990.00 feet, a central  angle
of  08 43 47, an arc distance of 150.84 feet; thence North 90  00
00 West 229.91 feet; thence North 0 00 00 West, 5.50 feet; thence
North  90  00  00 West, 133.92 feet; thence North 0 00  00  East,
163.52 feet to the True Point of Beginning.