DEVELOPMENT FINANCING AND LEASING COMMITMENT
                       (the "Commitment")
                                
                                
October 17, 1997

      AEI  Fund Management, Inc., or its assigns, ("AEI"), agrees
to  purchase,  and you, Timber Lodge Steakhouse Inc.  ("Lessee"),
agree  to lease from AEI, a parcel of land to be located at  7375
East  State  Street,  Rockford,  Illinois  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 Timber  Lodge  Steakhouse
restaurant (the "Improvements") is to be developed by you on  the
Parcel  after  AEI's purchase of the Parcel from  Shoney's,  Inc.
("Seller").  The Parcel's purchase, development and lease will be
subject to the provisions and conditions herein contained:

A.   LESSEE

     Lessee:   Timber Lodge Steakhouse Inc.

    Address:   4021 Vernon Avenue South
               Minneapolis, MN  55416

      Phone:   612-929-9353

 Fax Number:   612-929-5658

 B.  ACQUISITION OF PARCEL

     This  Commitment  is contingent upon AEI's purchase  of  the
     Parcel from Seller, pursuant to an assignment to AEI of  the
     purchaser's interest in a purchase agreement between  Lessee
     and 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
     executed  until  the Closing Date, defined in  Article  D.2.
     AEI  will  not  assume any liability to  Seller  except  for
     payment of the Purchase Price.

C.   FEES AND COSTS

          1.   A commitment fee equal to one and one-half percent
          (1.5%) of the Estimated Total Project Cost of the
          Parcel (defined below) (the "Commitment Fee"), not
          including the amount estimated for Lessee's overhead
          allocation, 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 which
          will be incurred to acquire the land and complete the
          Improvements is $1620000.00("Estimated Total Project
          Cost" as set forth on Exhibit "B" attached hereto).

                Subject  to Article L hereof, the Commitment  Fee
          shall  be  considered earned upon AEI's  execution  and
          delivery  of  this Commitment to Lessee.   At  Lessee's
          election,  the  Commitment Fee may  be  included  as  a
          funded project cost and reimbursed to Lessee at closing
          on  AEI's  acquisition of the Parcel  (the  "Closing").
          Said Commitment fee will be adjusted on the date of the
          final   disbursement  of  the  Development   Financing,
          defined in Article C.4 hereof, (the "Final Disbursement
          Date")  to  reflect one and one-half percent (1.5%)  of
          the  Actual Total Project Cost, defined in Article  D.1
          hereof.

          2.    All outstanding real estate taxes, and levied and
          pending  special assessments, presently due and payable
          prior  to the Closing Date, (or required to be paid  to
          record  the  documents transferring title  to  AEI)  as
          defined in Article C.2 hereof, or assessed for the year
          in  which  closing  shall occur, if presently  due  and
          payable (or required to be paid to record the documents
          transferring title to AEI) in the year in which closing
          shall  occur,  shall be paid by Lessee in  full  at  or
          prior  to the Closing Date (except as pro-rated in  the
          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  outside  legal costs, which,  absent  a  default
          under the Development Financing Agreement by Lessee and
          barring extraordinary circumstances, shall be capped at
          $12,500,  plus such additional legal fees  incurred  by
          AEI  and reimbursable in such amounts as agreed  to  by
          Lessee as set forth on the Estimated Total Project Cost
          Budget.   Such  costs  may  be  included,  at  Lessee's
          option, as project costs funded by AEI.

          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
          would  be provided in advance of the  Closing  Date  to
          AEI.  Subject to the terms of the Development Financing
          Agreement,  (the form of such document to  be  mutually
          agreed  upon  by  the  parties hereto)  funds  will  be
          advanced  for the construction of the Improvements  and
          related soft costs, up to the Actual Total Project Cost
          set  forth  in  Article D.1 hereof,  (the  "Development
          Financing") by AEI as set forth in Article E. hereof.

                At  the  Final Disbursement Date, AEI  shall  pay
          Lessee  a  fee for developing the Improvements  in  the
          amount of $23225.00(the "Parcel Development Fee").  The
          Parcel  Development Fee will be included  as  a  funded
          project   cost  and  paid  to  Lessee  on   the   Final
          Disbursement  Date. However,  the Actual Total  Project
          Cost  (defined  in Article D.1 hereof),  including  the
          Parcel  Development  Fee,  shall  not  exceed  the  MAI
          appraised value such appraisal to be approved by AEI.

 D.       CLOSING TERMS

          1.    Actual  Total  Project Cost:   The  Actual  Total
          Project  Cost will include only all verifiable  project
          costs  actually incurred, which costs are  approved  by
          AEI, either as part of the Estimated Total Project Cost
          Budget, or subsequently incurred and approved in  AEI's
          reasonable  discretion   (the  "Actual  Total   Project
          Cost"),  and  in  any event shall not  exceed  the  MAI
          appraisal value , such appraisal to be approve by AEI.

          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  be  on  or
          before October  1 24, 1997 (the "Closing Date"),  after
          delivery  and approval of all of the items contemplated
          hereunder  including, but not limited to, the execution
          of  the  documents described in Article G. hereof.   If
          Lessee  has not performed under this Commitment by  the
          Closing Date, 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 the national office  of  Chicago
          Title  Insurance Company located in  Rockford, Illinois
          or other such title company acceptable to Buyer, acting
          under instructions from AEI's counsel.

          4.    This Commitment shall not be assignable by Lessee
          by  law,  or  otherwise, without  AEI's  prior  written
          approval, 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.

          5.    Parcel Inspection:  The Parcel has been inspected
          and approved by AEI.

          6.    As  a  condition precedent to  closing  on  AEI's
          acquisition   of   the   Parcel   and   AEI's   initial
          disbursement   for  the  Development   Financing,   the
          supporting documentation listed below must be submitted
          to  AEI  not less than five (5) business days prior  to
          the  Closing  Date, or to avoid being in default  under
          the  Development Financing Agreement and  as  condition
          precedent to further disbursement under the Development
          Financing  Agreement, by the date otherwise  indicated,
          in  form  and  content  satisfactory  to  AEI  and  its
          counsel:

                     a.  Lessee  is to furnish AEI with  an  acce
               ptable    cost   breakdown   itemizing   estimated
               construction costs, including, but not limited to,
               land   acquisition,  building  construction,  site
               development, landscaping and soft costs, equal  to
               the   Estimated  Total  Project  Cost  (also,  the
               "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  (ALTA
               owner  -  most recent edition) 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 Company located in Phoenix, Arizona (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,  as  well  as   public
               liability   coverage,   hazard   insurance,    and
               workman's'  compensation  coverage,  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 satisfactory  flood  and
               earthquake insurance, unless 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  a
               dditional  named  insureds:  AEI or  its  specific
               assigns and the Corporate General Partner 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  p
               repared 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,  not  later  than
               November 15, 1997.

                     g.A  soils  report prepared by  an  engineer
               reasonably  acceptable  to  AEI,  not  later  than
               November 15, 1997.

                     h.Appraisal of the Parcel by an  independent
               MAI  appraiser acceptable to AEI (AEI  shall  make
               the initial attempts to obtain such appraisal in a
               form  satisfactory to AEI).  An "As Is"  Appraisal
               shall  be  required by October  23,  1997  and  an
               Appraisal  of  the Parcel based upon the  proposed
               and  in  progress improvements, if  any  shall  be
               required not later than November 30, 1997.

                     i.A  letter from the appropriate officer  of
               the  municipality  or county exercising  land  use
               control  over the Parcel 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. (AEI shall make the initial attempts
               to  obtain such zoning compliance letter in a form
               satisfactory to AEI).

                     j.Written  advice  from  all  proper  public
               utilities and municipal authorities, that  utility
               services are available and connected to the Parcel
               for  gas, electricity, telephone, water and  sewer
               (AEI  shall  make the initial attempts  to  obtain
               such  utility  letters in a form  satisfactory  to
               AEI), not later than November 24, 1997.

                     k.Copy  of  the building permit  for  constr
               uction  of  the  Improvements on the  Parcel,  not
               later than November 24, 1997.

                     l.Copies of all construction contracts,  not
               later than November 24, 1997.

                     m.Copy of architect's contract.

                     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.Certified  copies of the  Articles  of  In
               corporation,  By-Laws  (or Partnership  Agreement)
               and  Good  Standing Certificate  for  the  Lessee,
               together  with  all  other  documents  AEI   deems
               necessary to support the authority of the  persons
               executing   any   documents  on  behalf   of   the
               corporation,  including  encumbrancy  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.Phase  I  Environmental Assessment  Report
               prepared by an engineer reasonably satisfactory to
               AEI  containing evidence satisfactory to AEI  that
               the  Parcel complies with all federal,  state  and
               local    environmental   regulations.   Additional
               reports  may  be  required by AEI based  upon  its
               review of the Phase I report.  If Lessee fails  to
               deliver  any  additional  reports  AEI  may   deem
               necessary    to   complete   and    approve    its
               environmental  investigation of this  Parcel,  AEI
               may  terminate  this Commitment  and  retain  that
               portion of the Commitment Fee to cover any and all
               of its costs incurred hereunder.

                s.Executed documents described in Article  G.
                hereof.

                t.All  documentation listed  on  Exhibit  "F"
                attached  hereto.

     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,  General  Contractor.    Said
               Certificate   shall  be  in  a   form   reasonably
               satisfactory to AEI, and substantially similar  to
               the form attached hereto as Exhibit  "G".

                     b.Certificate of Occupancy.

                     c.Copies  of  all necessary permits  and  li
               censes 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
               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  re
               quirements of Exhibit "E-2" attached hereto.

                     g.Final  date-down endorsement  to  title  p
               olicy.

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

               8.        A Letter of Credit will be required from
          Lessee,  in the amount of the initial disbursement  for
          the  land  and related soft costs, in form and  content
          acceptable to AEI, attached as Exhibit "I".  The Letter
          of  Credit will be released upon the submission of  all
          items  listed  in Article D. 6, a.-t. and  D.7.  a.-j.,
          acceptable to AEI in its sole discretion.  If AEI shall
          call the Letter of Credit according to the terms to  be
          set forth in the Development Financing Agreement, under
          certain conditions, AEI shall tender a Quit Claim  Deed
          to Lessee, and AEI shall have not further obligation to
          Lessee  under the Development Financing Agreement,  the
          Lease  orally  other ancillary document, but  reserving
          unto AEI its remedies for default by Lessee.




E.             DEVELOPMENT FINANCING TERMS

       Disbursements for construction of the Improvements and related
soft costs, the Development Financing, will be made in accordance
with  the  provisions of the Development Financing Agreement  and
Development  Financing Disbursement Agreement,  in  forms  to  be
agreed upon between the parties hereto.

F.             LEASE TERMS

      The  Lease,  (in  the form to be agreed  upon  between  the
parties  hereto prior to the Closing Date), will be executed  and
delivered  by AEI and Lessee at Closing, to include the following
terms:

     1.   Base Rent:

               a.    Annual rent on the Initial Disbursed  Funds,
               for the purchase of the land and land related soft
               costs,  from  date  of  disbursement  through  the
               Rental  Modification Date, not including  Lessee's
               overhead allocation: the greater of seven and one-
               quarter  percent  (7.25%) or  one  percent  (1.0%)
               under the prime rate of interest.

               b. Initial Annual Rent as a Percentage  of  Actual
               Total  Project Cost from the earlier of the Rental
               Modification Date or the Final Disbursement  Date:
               ten and three quarters percent (10.75%).

               Rent shall be payable in advance of the first day
               of each month in equal monthly installments calculated 
               on the Purchase Price less Lessee's overhead allocation.

               c.Beginning in the third (3rd) full Lease Year after
               the  Final Disbursement Date and every Lease  Year
               thereafter, including any renewal terms, an amount
               equal   to   one  and  nine  hundred   twenty-five
               thousandths percent (1.925%) of the prior period's
               scheduled annual rent.

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

    3.    Renewal Terms:  two (2) terms of five  (5)  years
          each  with rent increases as set forth above in Article
          F.1.c.

     4.   Type of Use:  Timber Lodge Steakhouse Restaurant

     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.

G.   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, subject to Section K hereof:

     1.   Development Financing Agreement;

     2.   Development Financing Disbursement Agreement;

     3.   Assignment of purchase agreement for the land;

     4.    Assignments of construction contracts and  architect's
           contract;

     5.   Net Lease Agreement;

     6.   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
          (i.e.   an   local  Illinois  counsel),   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.
     7.   Affidavit of Lessee;

     8.   Hazardous Substances Indemnification Agreement of
          Lessee; and

     9.   FIRPTA Affidavit of Seller.

     Lessee, or its counsel, shall furnish a copy of the proposed
     warranty  deed 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.

H.   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.

I.   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.

J.   CERTIFICATION

     Lessee hereby certifies that:

          1.    It  has no actions or proceedings pending,  which
          would  materially  affect the  Parcel,  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, except for  the
          Lease  which survives, 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.

K.   TERMINATION

     This  Commitment  may  be terminated  in  writing  prior  to
     closing  at AEI's option (but reserving to AEI its right  to
     pursue  its  remedies at law or equity for  Lessee's  breach
     hereof) 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 Seller or  Lessee which would have a  material
     adverse effect on Seller or Lessee's performance under  this
     Commitment;  3)  any representation made in  any  submission
     proves  to  be untrue, substantially false or misleading  at
     any  time  prior  to  the Closing Date which  would  have  a
     material  adverse  effect on Seller or Lessee's  performance
     under  this Commitment; 4) there has been a material adverse
     change  in  the financial condition of Seller or  Lessee  or
     there shall be a material action, suit or proceeding pending
     or  threatened against Seller or Lessee which would  have  a
     material  adverse  effect on Seller or Lessee's  performance
     under  this  Commitment; 5) any bankruptcy,  reorganization,
     insolvency, withdrawal, or similar proceeding is  instituted
     by  or  against Seller or Lessee and such proceeding is  not
     removed  prior to Closing.  Provided, however, if AEI  shall
     terminate  this Agreement under paragraphs 2-5 only  because
     of  the  Seller  or a material adverse change in  connection
     with   the   Seller,  AEI's  remedy  shall  be  limited   to
     reimbursement   of  its  out  of  pocket  costs   (including
     reasonable  attorneys  fees),  and  AEI  shall  return   the
     remaining  balance,  if  any,  after  such  out  of   pocket
     expenses, of the Commitment Fee of Lessee hereunder.

     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  shall,  in  such event, refund the  Commitment  Fee  to
     Lessee,   less   AEI's  reasonable  out-of-pocket   expenses
     incurred   hereunder,  including,  but   not   limited   to,
     attorney's fees.

     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 plus  the  outside
     counsel   fees  incurred  by  the  non-breaching  party   in
     connection  with  this  Commitment  prior  to  the  date  of
     termination  hereof;  provided,  however,  if  Lessee  shall
     refuse  to close (and being without right to terminate  this
     Commitment  as otherwise set forth herein) even  though  AEI
     shall be ready, willing, and able to do so, and Lessee shall
     thereafter occupy the Leased Premises, AEI shall retain  all
     remedies available to it at law or in equity.

L.   INCORPORATION OF SUBMITTED WRITTEN MATERIALS AND AMENDMENTS

     This  Commitment is issued by AEI pursuant  to  all  written
     materials previously submitted by Seller and Lessee  to  AEI
     as   set  forth  on  Exhibit  "H"  (the  "Submitted  Written
     Materials")  and  it is a proviso hereof that  the  content,
     terms and provisions of said Submitted Written Materials are
     by  express  and specific reference incorporated herein  and
     made  a part hereof.  Provided, however, in the case of  any
     contradiction,  variance, or ambiguity between  any  of  the
     content,  terms  and  provisions hereof  and  those  of  the
     Submitted   Written   Materials,  the   terms   specifically
     delineated  in  this  Commitment  shall  govern  and   shall
     supersede the conditions of the Submitted Written Materials.
     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.

M.   FEES AND COSTS

     As  a  condition hereof, Lessee agrees to pay  the  fees  of
     AEI's  outside counsel (absent default by Lessee  under  the
     Development   Financing  Agreement  or  such   extraordinary
     circumstances,  such fees not to exceed $12,500  plus  AEI's
     Illinois  legal  counsel fees) plus all costs  and  expenses
     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.

N.   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.

O.   EXPIRATION

     This  Commitment  must be executed and returned  to  AEI  no
     later than October 14, 1997 for the terms to be effective.

                         AEI FUND MANAGEMENT, INC. (AEI)


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


STATE OF MINNESOTA  )
                    )  ss
COUNTY OF RAMSEY    )

       On  this  17th  day  of  October,  1997,  before  me,  the
undersigned,  a  Notary Public in and for said State,  personally
appeared  Robert P. Johnson, personally known to  me  to  be  the
person who executed the within instrument as the President of AEI
Fund Management, Inc., a Minnesota corporation, on behalf of said
corporation.
                                    /s/ Janine M Pacholke
                                        Notary Public

This  Commitment is accepted and agreed to
this 17th day of October, 1997.


(Lessee)       Timber Lodge Steakhouse Inc.


               By:/s/ Peter S Bedcyk
                    Its:  President



STATE OF Minnesota  )                 [notary seal]
                         )  ss
COUNTY OF Hennepin  )

       On  this  17th  day  of  October,  1997,  before  me,  the
undersigned,  a  Notary Public in and for said State,  personally
appeared Peter S Bedcyk, personally known to me to be the  person
who  executed  the within instrument as the President  of  Timber
Lodge  Steakhouse,  a Minnesota corporation, on  behalf  of  said
corporation.


                               /s/ Janine M Pacholke
                                   Notary Public



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)                           Timber Lodge Steakhouse Inc.

Dated:  10/17/97

                                   By: /s/ Peter S Bedcyk
                                   Its:  President



                           EXHIBIT "A"
                                
                        LEGAL DESCRIPTION

                           EXHIBIT "B"
                                
               ESTIMATED TOTAL PROJECT COST BUDGET

                             EXHIBIT "C"
                                
            FINANCIAL DOCUMENTATION REQUIREMENTS

Prior  to  Closing,  the  following  must  be  received  and
approved by AEI, along with those items specified more fully
in the Sale and Leaseback Financing Commitment.

        I.  Lessee's prior three (3) fiscal years' Form 10-K
        reports  as  filed with the Securities and  Exchange
        Commission.

        II.Lessee's   prior  three  fiscal   years'   Annual
        Shareholder Reports.

        III.           Lessee's Form 10-Q reports filed with
        the  Securities and Exchange Commission  during  its
        current and prior two fiscal year periods.

        IV.Lessee's   internally  generated  per   store   annual
        financial  statements  for the current  and  year-to-date
        periods.   Said financial statements shall include  at  a
        minimum,  a balance sheet and statement of income.   Cash
        flow  statements  and statements of stockholder's  equity
        should also be provided if available.

        V.   Lessee's   internally   generated   per   store
        financial  statements  for each  of  its  prior  two
        fiscal  year  periods.   Said  financial  statements
        shall  include  at  a minimum, a balance  sheet  and
        statement  of  income.   Cash  flow  statements  and
        statements  of stockholder's equity should  also  be
        provided if available.

        VI.Pro  forma  of  first year's operations  for  the
        property to be purchased.

        VII.Itemized budget of total project cost
        for the property to be purchased.


Lessee's  financial statements, and any additional financial
information requested by AEI shall be prepared in accordance
with  current  GAAP guidelines and signed by  an  authorized
officer  who  must  certify to the  accuracy  thereof.   The
certification language must read as follows:

   "The  undersigned hereby certifies and warrants  that
   the   information   contained  in   these   financial
   statements is true and correct, understands that  AEI
   is  relying  upon such information as  an  inducement
   for  entering  into a purchase transaction  with  the
   undersigned,  and expressly represents that  AEI  may
   have reliance upon such information."


                          EXHIBIT "D-1"
                                
                 INSTRUCTIONS TO INSURANCE AGENT
                      (Construction Phase)

The  following  instructions should be followed with  respect  to
requesting insurance policies on the Parcel:

1.   AEI shall receive Builder's Risk hazard insurance, covering
"All Risk" or "Special Form" perils, including the perils of
collapse and mudslide, in the amount of Replacement Cost.. The
coverage shall include building materials, and shall include
property in transit. The deductible shall not exceed
                         .

2.   AEI shall receive Commercial Liability Insurance of
$3,000,000 per occurrence and $4,000,000 aggregate. These limits
can be accomplished either by underlying liability policies or by
the sum of the underlying policy plus an excess or umbrella
policy. The coverage shall include an endorsement in favor of
"AEI" which is ISO Form CG 20 11 11 85 - "Additional Insured -
Managers Or Lessors Of Premises", or an equivalent endorsement
and shall include Broad Form Contractual Liability coverage. The
Claims Made form of coverage is not acceptable.

3.   Flood insurance shall be required if the Parcel is located
in a designated flood area or in an area exposed to flood or
storm surge. If the Parcel is not in a designated flood plain
area or is above the applicable one hundred year flood plain
level, provide satisfactory evidence to the effect. Satisfactory
evidence to determine if coverage is necessary shall be a Base
Flood Elevation Certificate and/or a National Geodetic Vertical
Datum (NGDV)-National standard reference datum for elevations,
formerly referred to as Mean Sea Level (MSL) of 1929. If the
coverage is necessary, it shall be in the following amount
              . The deductible shall be                   .

4.   Earthquake insurance shall be required, in amounts
acceptable to AEI, unless evidence is provided that the Parcel is
not located in a federally designated earthquake prone area or is
not an ISO High Risk Earthquake Zone. The deductible shall be
                       .

5.   AEI shall receive Certificates of Insurance for
Comprehensive General Liability with limits and provisions
referred to in Item 2 above, and for Workers' Compensation
coverage, from all contractors and suppliers who will be present
on the jobsite.

6.   AEI shall receive Certificates of Insurance for Business
Auto Liability, from all contractors and suppliers whose vehicles
will be present on the jobsite. The coverage limits shall be
             per occurrence.

7.   The "Additional Requirements For All Insurance Policies"
below shall be required by AEI for each policy.

     Please call AEI's lease management department to determine
     amounts, 800-328-3519.

       ADDITIONAL REQUIREMENTS FOR ALL INSURANCE POLICIES
                                
1     Each policy shall be accompanied by proof of payment of the
first annual premium.

2     All hazard policies shall name AEI as Loss Payee and
Additional Insured.

3.   All liability policies shall  name AEI as Additional
Insured.

4.   Definition of "AEI" regarding Additional Insured and Loss
Payee Endorsements:

     "AEI                         Limited Partnership and/or its
specific assigns and     AEI               , Inc., the Corporate
General Partner 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. "

5.   AEI shall receive a thirty (30) day written notice in the
event of cancellation, material amendment, or expiration without
renewal of the policies.

6.   All hazard policies shall contain Waiver of Subrogation
Endorsements waiving all rights of subrogation, if any, against
AEI as defined above.

7.   All insurance companies shall be approved in writing by AEI.
                          EXHIBIT AD-2"
                                
                     INSURANCE REQUIREMENTS
                       (Post Construction)
                                
The following instructions should be followed with respect to
requesting insurance policies on the Parcel:

1.   An original hazard insurance policy for "All Risk" or
"Special Form" coverage perils, including all exclusions and
endorsements, will be required. The policy(s) shall be written
with a coverage amount of the Replacement Cost of the Parcel,
annually updated, including Improvements. The Parcel insured
shall  be described by the address of the Parcel. In the event
that it is impossible to furnish the original policy at the
completion of construction, an Insurance Certificate, form ACCORD
27, detailing the policy coverage forms, with a paid receipt
shall be acceptable. The original policy shall  be forwarded to
AEI without delay.

2.   If the coverage referred to in Item 1. above is written via
a blanket insurance policy, a Certificate of Insurance with a
Statement of Values attached will be acceptable.

3.   All hazard insurance policies shall include the Replacement
Cost Endorsement.

4.   All hazard insurance policies shall include a Building
Ordinance Compliance Endorsement.

5.   All hazard insurance policies shall be written with no
coinsurance or with an Agreed Amount Endorsement with the total
property value under the blanket amount.

6.   N/A

7.   The maximum deductible for any hazard insurance policy shall
be $10,000.

8.   Hazard insurance shall include Loss of Rents (Business
Interruption) insurance in an amount to cover at least a 12 month
period with the loss proceeds payable to AEI.

9.   Flood insurance shall be required if the Parcel is located
in a designated flood area or in an area exposed to flood or
storm surge. If the Parcel is not in a designated flood plain
area or is above the applicable one hundred year flood plain
level, provide satisfactory evidence to that effect. Satisfactory
evidence to determine if coverage is necessary shall be a Base
Flood Elevation Certificate and/or a National Geodetic Vertical
Datum (NGDV)-National standard reference datum for elevations,
formerly referred to as Mean Sea Level (MSL) of 1929.  If flood
insurance coverage is required, it shall be in amounts of 
     with deductibles of                  .

 10. Earthquake insurance shall be required, in amounts
acceptable to AEI, unless evidence is provided that the Parcel is
not located in a federally designated earthquake prone area or is
not in an ISO High Risk Earthquake Zone. If earthquake coverage
is required, it shall be in the amounts of                 
with deductibles of                     .

11.  Comprehensive General Liability coverage shall be written,
with limits of $3,000,000 per occurrence and $4,000,000 general
aggregate including a self retention limit of $250,000, or less
if Lessee's financial condition shall be adversely materially
diminished, in which event AEI may set commercially reasonable
self retention limits. These limits can be accomplished either by
underlying liability policies or by the sum of the underlying
policy plus an excess or umbrella policy. The coverage shall
include an Endorsement in favor of AEI which is ISO Form CG 20 11
11 85 Additional Insured - Managers Or Lessors Of Premises", or
an equivalent endorsement. The coverage shall by written on an
Occurrence Form basis and shall include Broad Form Contractual
Liability coverage. The Claims Made form of coverage is not
acceptable.

12.  If liquor is sold on the premises of the Parcel, Liquor
Liability coverage (also known as Dram Shop coverage) shall be
required. The coverage shall be written in the statutory amount
which is required by the State in which the Parcel is located, if
said State has a maximum recovery statute. Otherwise, the
coverage shall be written with the above limits.

13.  N/A

14.  The "Additional Requirements For All Insurance Policies"
shown below shall be required by AEI for each policy.

* Please call AEI's lease management department to determine
amounts, 1-800-328-3519.


       ADDITIONAL REQUIREMENTS FOR ALL INSURANCE POLICIES

1.   Each policy shall be accompanied by proof of payment of the
first annual premium.

2.   All hazard policies shall name AEI as Loss Payee and
Additional Insured.

3.   All liability policies shall name AEI as Additional Insured.

4.   Definition of "AEI" regarding Additional Insured and Loss
Payee Endorsements:

     "AEI                           Limited Partnership and/or
     its specific assigns and AEI                 , Inc., the
     Corporate General Partner 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. "

5.   AEI shall receive a thirty (30) day written notice in the
event of cancellation, material amendment, or expiration without
renewal of the policies.

6.   All hazard policies shall contain Waiver of Subrogation
Endorsements waiving all rights of subrogation, if any, against
AEI as defined above.

7.   All insurance companies shall be approved in writing by AEI.
                                
                                
** Contact Barbara Kochevar at AEI (800) 328-3519 for the name of
the specific AEI entity to be insured.
                                
                          EXHIBIT "E-1"
                                
                       Survey Requirements
                       (Pre-Construction)



1.   The  plat or map of such survey must bear the name,  address
     and  signature of the licensed land surveyor  who  made  the
     survey, that surveyor's official seal and license number (if
     any,  or  both),  and  the  date of  the  survey,  with  the
     following certification:

     I,                          , a registered land surveyor, in
     and  for the State of             do hereby certify  to  AEI
     Fund  Management,  Inc.,  a Minnesota  corporation,  or  its
     assigns  (PLEASE CONTACT BARBARA KOCHEVAR AT  1-800-328-3519
     FOR  INFORMATION), and                      (insert name  of
     title  company), that this is a true and correct plat  of  a
     survey of

          (Insert Legal Description)

     which   correctly  shows  the  location  of  all  buildings,
     structures  and improvements on said described Parcel;  that
     there   are   no   visible  encroachments   onto   adjoining
     properties, streets, alleys, easements or setback  lines  by
     any  of  said  buildings, structures or  improvements;  that
     there  are no recorded or visible right of ways or easements
     on  said  described Parcel, except as shown on said  survey;
     that  there  are no party walls or visible encroachments  on
     said  described  Parcel by buildings,  structures  or  other
     improvements situated on adjoining property, except as shown
     on  said  plat or survey; and that the described Parcel  has
     direct  access to a publicly dedicated right-of-way  at  the
     location shown on said plat or survey.

          By:  

          Dated:  

2.   If  the street address of the Parcel is available, it should
     be noted on the survey.

3.   The  survey boundary should be drawn to a convenient  scale,
     with  that scale clearly indicated.  If feasible, a  graphic
     scale should be indicated.  When practical, the plat or  map
     of  survey should be oriented so that North is at the top of
     the  drawing.   Supplementary or exaggerated scale  diagrams
     should be presented accurately on the plat

     or map and drawn to scale.  No plat or map drawing less than
     the minimum size of 8-1/2" by 11" will be acceptable.

4.   The  plat  or  map  of survey should meet with  the  minimum
     Standard  Detail  Requirements for  Land  Title  Surveys  as
     adopted  by  the  American  Title Association  and  American
     Congress on Surveying and Mapping.

5.   The  character and location of all buildings upon the Parcel
     must  be  shown and their location given with  reference  to
     boundaries.   Proper street numbers should  be  shown  where
     available.  Physical evidence of easements and/or servitudes
     of  all kinds, including but not limited to those created by
     roads,  rights  of  way, water courses,  drains,  telephone,
     telegraph  or  electric  lines, water,  sewer,  oil  or  gas
     pipelines,  etc., on or across the surveyed  Parcel  and  on
     adjoining  properties if they appear to affect the enjoyment
     of  the surveyed Parcel should be located and noted.  If the
     surveyor   has  knowledge  of  any  such  easements   and/or
     servitudes, not physically evidenced at the time the present
     survey  is made, such physical non-evidence should be noted.
     All  recorded  easements, rights of  way  and  other  record
     matters   affecting  the  Parcel  should  be   located   and
     identified by recording date.  Surface indications, if  any,
     of  underground easements and/or servitudes should  also  be
     shown.   If  there are no buildings erected  on  the  Parcel
     being  surveyed, the plat or map of survey should  bear  the
     statement  "No Buildings".  Curb cuts and adjoining  streets
     should be shown.

6.   Joint  or  common  driveways and alleys must  be  indicated.
     Independent  driveways  along the  boundary  must  be  shown
     together  with  the  width thereof.  Encroaching  driveways,
     strips,  ribbons, aprons, etc., should be noted.  Rights  of
     access to public highways should be shown.  The right-of-way
     line  of any public street must be shown in relationship  to
     the Parcel surveyed and the street must be labeled "Publicly
     Dedicated" or "Private Thoroughfare" as the case may be.

7.   As a minimum requirement, at least two (2) sets of prints of
     the plat or map of survey should be furnished to AEI and one
     (1) set to the title company.

8.   The survey should certify as to the total square footage  of
     the  area  surveyed  and  as to the square  footage  at  the
     exterior  walls  of  any improvements on  the  Parcel.   The
     survey should note the absence of, or indicate the existence
     of,  any building restriction or setback lines.  Paved areas
     should be shown and the survey should designate the area for
     parking and its dimensions.  If completed, the survey should
     indicate  the  actual  number  of  parking  spaces  and,  if
     possible,  the actual parking spaces should be  outlined  on
     the survey.
                                
                          EXHIBIT "E-2"
                                
                       Survey Requirements
                  (As-Built/Post-Construction)



1.   The  plat or map of such survey must bear the name,  address
     and  signature of the licensed land surveyor  who  made  the
     survey, that surveyor's official seal and license number (if
     any,  or  both),  and  the  date of  the  survey,  with  the
     following certification:

     I,                          , a registered land surveyor, in
     and  for the State of             do hereby certify  to  AEI
     Fund  Management,  Inc.,  a Minnesota  corporation,  or  its
     assigns  (PLEASE CONTACT BARBARA KOCHEVAR AT  1-800-328-3519
     FOR  INFORMATION), and                      (insert name  of
     title  company), that this is a true and correct plat  of  a
     survey of

          (Insert Legal Description)

     which   correctly  shows  the  location  of  all  buildings,
     structures  and improvements on said described Parcel;  that
     there   are   no   visible  encroachments   onto   adjoining
     properties, streets, alleys, easements or setback  lines  by
     any  of  said  buildings, structures or  improvements;  that
     there  are no recorded or visible right of ways or easements
     on  said  described Parcel, except as shown on said  survey;
     that  there  are no party walls or visible encroachments  on
     said  described  Parcel by buildings,  structures  or  other
     improvements situated on adjoining property, except as shown
     on  said  plat or survey; and that the described Parcel  has
     direct  access to a publicly dedicated right-of-way  at  the
     location shown on said plat or survey.

          By:  

          Dated:  

2.   If  the street address of the Parcel is available, it should
     be noted on the survey.

3.   The  survey boundary should be drawn to a convenient  scale,
     with  that scale clearly indicated.  If feasible, a  graphic
     scale should be indicated.  When practical, the plat or  map
     of  survey should be oriented so that North is at the top of
     the  drawing.   Supplementary or exaggerated scale  diagrams
     should be presented accurately on the plat or map and  drawn
     to scale.  No plat or map drawing less than the minimum size
     of 8-1/2" by 11" will be acceptable.

4.   The  plat  or  map  of survey should meet with  the  minimum
     Standard  Detail  Requirements for  Land  Title  Surveys  as
     adopted  by  the  American  Title Association  and  American
     Congress on Surveying and Mapping.

5.   The  character and location of all buildings upon the Parcel
     must  be  shown and their location given with  reference  to
     boundaries.   Proper street numbers should  be  shown  where
     available.  Physical evidence of easements and/or servitudes
     of  all kinds, including but not limited to those created by
     roads,  rights  of  way, water courses,  drains,  telephone,
     telegraph  or  electric  lines, water,  sewer,  oil  or  gas
     pipelines,  etc., on or across the surveyed  Parcel  and  on
     adjoining  properties if they appear to affect the enjoyment
     of  the surveyed Parcel should be located and noted.  If the
     surveyor   has  knowledge  of  any  such  easements   and/or
     servitudes, not physically evidenced at the time the present
     survey  is made, such physical non-evidence should be noted.
     All  recorded  easements, rights of  way  and  other  record
     matters   affecting  the  Parcel  should  be   located   and
     identified by recording date.  Surface indications, if  any,
     of  underground easements and/or servitudes should  also  be
     shown.   If  there are no buildings erected  on  the  Parcel
     being  surveyed, the plat or map of survey should  bear  the
     statement  "No Buildings".  Curb cuts and adjoining  streets
     should be shown.

6.   Joint  or  common  driveways and alleys must  be  indicated.
     Independent  driveways  along the  boundary  must  be  shown
     together  with  the  width thereof.  Encroaching  driveways,
     strips,  ribbons, aprons, etc., should be noted.  Rights  of
     access to public highways should be shown.  The right-of-way
     line  of any public street must be shown in relationship  to
     the Parcel surveyed and the street must be labeled "Publicly
     Dedicated" or "Private Thoroughfare" as the case may be.

7.   As a minimum requirement, at least two (2) sets of prints of
     the plat or map of survey should be furnished to AEI and one
     (1) set to the title company.

8.   The survey should certify as to the total square footage  of
     the  area  surveyed  and  as to the square  footage  at  the
     exterior  walls  of  any improvements on  the  Parcel.   The
     survey should note the absence of, or indicate the existence
     of,  any building restriction or setback lines.  Paved areas
     should be shown and the survey should designate the area for
     parking and its dimensions.  If completed, the survey should
     indicate  the  actual  number  of  parking  spaces  and,  if
     possible,  the actual parking spaces should be  outlined  on
     the survey.
                                
                                
                           EXHIBIT "F"
                                
               PRELIMINARY DOCUMENTATION CHECKLIST



Prior  to  closing, the following should be received and approved
by  AEI,  along  with those items specified  more  fully  in  the
Commitment:

          1.    Business  and marketing plan, with an explanation
          of  what Lessee proposes to do, when, and at what costs
          to  promote  the  success of this Parcel.   (Include  a
          structure/organizational chart of Lessee  or  operator,
          identifying departments and key personnel.)

          2.   Resumes of all principals of Lessee, including:

                A.   educational, management and other experience
                histories;

                B.   history of businesses owned  with  the
                dates  established/terminated; ownership structure
                and number of employees.

          3.   Site plan and maps showing site(s) and location(s)
          of competition.

          4.   Complete city map.

          5.    Market report and/or feasibility study, or report
          (include   demographic  data  on  trade  area   and   a
          description of the neighborhood) supporting this site.

                           EXHIBIT "G"
                                
                    CERTIFICATE OF COMPLETION

                          EXHIBIT "H"

            MATERIALS PREVIOUSLY SUBMITTED BY LESSEE

1.  Unsigned land purchase contract .

2.  Chicago Title Insurance Owner's Policy of named insured
Shoney's, Inc.

3.  Executed proposal letter dated June 23, 1997 between Timber
Lodge Steakhouse and Shoney's, Inc.

4.  Copy of "As-Built" Survey from Shoney's, Inc.

                           EXHIBIT "I"
                                
                        LETTER OF CREDIT
                                
                            To Follow