SALE AND LEASEBACK FINANCING COMMITMENT
                         ("COMMITMENT")
                                
                                
                     TGI FRIDAY'S RESTAURANT
                                
                    GREENSBURG, PENNSYLVANIA


5/13, 1997


     In  reliance  upon representations made by you in  documents
you  furnished to us, AEI Fund Management, Inc., or its  assigns,
("AEI"), agrees to purchase and you agree to sell and lease  from
AEI a TGI FridayOs restaurant to be located in Greensburg, PA and
to be developed by the Seller/Lessee (the OParcelO), which Parcel
will   be  subject  to  the  provisions  and  conditions   herein
contained.
     
A.   SELLER

        Name:  Ohio  Valley  Bistros,  Inc., an Ohio Corporation
     Address:  5803 Mariemont Avenue
               Cincinnati, Ohio 45227
       Phone:  (513) 271-2349

B.   LESSEE

      Name:    Ohio Valley Bistros, Inc., an Ohio Corporation
   Address:    5803 Mariemont Avenue
               Cincinnati, Ohio 45227
     Phone:    (513) 271-2349

C.   PREMISES

      1.    Type of Improvements:  A TGI Friday's restaurant (the
"Improvements").

     2.   Location: Greensburg, PA, Westmoreland County

     3.   Land:   s.f.
  
D.   FEES AND COSTS

          1.    A  Commitment Fee equal to one percent (1.0%)  of
          the  total  Purchase Price, as defined in  Article  E.1
          hereof, (the "Commitment Fee") will be payable  to  AEI
          upon   execution  of  this  Commitment  and  shall   be
          considered  earned upon Seller/Lessee's  execution  and
          delivery   of   this  Commitment.  At   Seller/Lessee's
          election  the Commitment Fee may included as a  project
          cost funded by AEI and reimbursed to Lessee.

          2.    All outstanding real estate taxes, and levied and
          pending  special assessments, due and payable prior  to
          the Closing Date, shall be paid by Seller or Lessee  in
          full at or prior to the Closing Date.






Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




          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  attorney's  fees  necessary  to  complete   this
          transaction. AEI's out-of-pocket costs such as attorney
          fees,  state registration and reporting fees and credit
          and  background  report fees, which  are  exclusive  of
          Seller's  and  Lessee's soft costs,  shall  not  exceed
          $7,500.00, plus, if any, such additional fees or  costs
          not   reasonably  anticipated  or  evident   from   the
          information available to AEI as of the date hereof,  as
          long   as  Seller  and/or  Lessee  is  not  in  default
          hereunder.  Such  costs  may be included,  at  Lessee's
          option,  in total costs funded by AEI, if and when  the
          transaction contemplated hereunder shall close.

E.        PURCHASE TERMS
          
          1.    Purchase Price:  Not to exceed $1,650,000.00 (may
          include  all verifiable project costs approved by  AEI,
          including  those  costs shown on Exhibit  "A"  attached
          hereto,  (the "Total Project Cost"), but not to  exceed
          AEI   approved  MAI  appraised  value  (the   "Purchase
          Price").

          2.    Closing Date:  If Seller has not performed  under
          this  agreement  by  December 31, 1997,  (the  "Closing
          Date"), this Commitment shall be null and void  at  the
          option  of  AEI.   In the event of a delay  in  closing
          caused by a Force Majeure Event, this Commitment  shall
          be  extended  upon  written notice by  Seller  of  such
          event,  in any event not more than by sixty (60)  days,
          provided Seller immediately commences a cause of action
          designated  to  fulfill  is obligations  hereunder.  An
          extension  for reason other than a Force Majeure  Event
          must  be  submitted in writing by Seller  and  must  be
          approved  by  AEI,  in its sole discretion.  A  written
          addendum to this Commitment shall be required  for  all
          extensions.  For  purposes of the  foregoing,  a  Force
          Majeure  Event  includes acts of  God,  action  of  the
          elements, warlike action, insurrection, revolution,  or
          civil  strife,  piracy, civil war  or  hostile  action,
          strikes, acts of public enemies, federal or state laws,
          rules  and  regulations of any governmental authorities
          having jurisdiction over the Parcel, beyond the control
          of  Seller  or Lessee. A Force Majeure Event shall  not
          include  a delay, damage or failure for which the  cure
          may  be  effected by the expenditure of funds  at  then
          current market prices.

          3.    This Commitment shall not be assignable by Seller
          or Lessee, 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  of   AEI.
          Notwithstanding  any  such  assignment,  AEI  and   its
          assignee  shall  both be liable for  AEI's  obligations
          hereunder.

          4.    Parcel  Inspection:  As a condition precedent  to
          AEI's   obligation  hereunder,  the  Parcel  shall   be
          inspected and approved by AEI prior to or after issuing
          a  Sale/Leaseback commitment.  Within five (5) business
          days  of  receipt of an invoice from AEI, Seller/Lessee
          shall  reimburse AEI for its actual out-of-pocket costs
          of  performing  such  site inspection,  not  to  exceed
          $1,000.00.   At  LesseeOs  election  this  fee  may  be
          included as a project cost and reimbursed to Lessee  at
          closing.


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




          
     5.   Management Review and Interview:  AEI has reviewed  and
          approved  the  management of  Seller.  As  a  condition
          precedent  to AEI's obligations hereunder, there  shall
          be  no  material  changes in the management  of  Seller
          prior to closing.

          6.   Supporting Documents:  As soon as possible, and as
          a  condition  precedent to closing on the  Parcel,  the
          supporting  documentation listed 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.    All  documentation listed  on  Exhibit  "B"
          attached hereto.

                b.    A Commitment for an ALTA Owner's Policy of
               Title  Insurance insuring marketable title in  the
               Parcel.   The policy shall be issued by a  company
               acceptable   to   AEI  and  shall   contain   such
               endorsements as AEI may require including extended
               coverage,   owners  comprehensive  coverage,   and
               absent     independent    verification     thereof
               satisfactory   to   AEI,   a   zoning   compliance
               endorsement.  Seller must provide, at its expense,
               an   original  and  a  copy  of  an  ALTA  owner's
               preliminary  commitment for title insurance  (ALTA
               owner  -  1970 Form B) insuring marketability  and
               subject  only to such matters as AEI may  approve.
               The  title  commitment should list Seller  as  the
               present  fee owner and should show AEI as the  fee
               owner  to be insured.  The title commitment should
               also include an itemization of all outstanding and
               pending  special assessments or should state  that
               there  are  none, if such is the case.  It  should
               also  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 commitment should 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, should 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 also be listed in Schedule "B" of the
               title   commitment.   COPIES  OF  ALL  INSTRUMENTS
               CREATING SUCH EXCEPTIONS MUST BE ATTACHED  TO  THE
               TITLE COMMITMENT.

                     c.Insurance  policies  issued  by  companies
               acceptable to AEI, with loss clauses in  favor  of
               AEI,  complying with the guidelines set  forth  on
               Exhibit "D" attached hereto.

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

                     e.Final  plans  and specifications  for  the
               Improvements prepared by an architect or  engineer
               acceptable to AEI.

                     f.A  soil  report prepared  by  an  engineer
               acceptable to AEI.

                     g.Appraisal of the Parcel by an  independent
               M.A.I. or other appraiser acceptable to AEI, which
               report   shall  include  a  land  value  estimate,
               application  of  the  three  approaches  to  value
               (sales  comparison,  income  capitalization,   and
               cost), and a reconciliation of value.


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




                     h.Certificate  of Occupancy,  or  its  equiv
               alent,   issued  by  the  appropriate  authorities
               indicating  that the Parcel is in compliance  with
               building,  zoning  and subdivision,  environmental
               and  energy laws and regulations.  Also  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 the zoning compliance letter in a  form
               satisfactory to AEI).

                     i.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 the
               utility letters in form satisfactory to AEI).

                     j.Certificate of Completion executed by  the
               project  architect, general contractor  and  owner
               certifying   that  the  Improvements   have   been
               completed   in  accordance  with  the  plans   and
               specifications  and  comply  with  all  applicable
               building, zoning, energy, environmental  laws  and
               regulations,  and the objective standards  of  the
               Americans with Disabilities Act.

                     k.Copies  of  any  and all certificates,  pe
               rmits,  licenses and other authorizations  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.

                     l.Certified cost statement showing the  cost
               of the land and of the Improvements constructed on
               the  Parcel,  signed  by  the  owner  and  general
               contractor,  and  an  item by  item  list  of  the
               components comprising the Improvements.

                     m.Fully executed Franchise Agreement for use
               of the Parcel  as an TGI Friday's Restaurant.

                     n.Photographs of all sides of  the  exterior
               and interior of the completed Improvements.

                     o.Certified  copies of the  Articles  of  In
               corporation,  By-Laws,  or partnership  agreement,
               and    Good   Standing   Certificate    for    the
               Seller/Lessee,  together with all other  documents
               AEI  deems  necessary to support the authority  of
               the  persons executing any documents on behalf  of
               the   corporation,   or   partnership,   including
               applicable     encumbrancy    certificates     and
               corporate/partnership resolutions of the directors
               and shareholders.


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997





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

                     q.Phase  I  Environmental Assessment  Report
               prepared  by  an  engineer  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 Seller 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.

                    r.Execution of:  Lease; Opinion of Seller and
               Lessee's  Counsel;  Hazardous Substance  Indemnity
               Agreement  of  Seller  and  Lessee,  Seller's  and
               LesseeOs  Affidavit;  all in  form  and  substance
               satisfactory  to AEI, consistent  with  the  terms
               hereof.

                     s.Financial  statements as  listed  and  ref
               erenced on Exhibit "C" attached hereto.

F.             LEASE TERMS
          
     The  lease,  in  the  form agreed upon between  the  parties
     hereto  prior  to  the  Closing Date will  be  executed  and
     delivered  by AEI and Seller/Lessee at closing,  to  include
     the following terms:

               1.   Base Rent:

                    a.Initial Annual Rental Rate as Percentage of
               Purchase Price: 10.25% for the first and all those
               subsequent Parcel.

                    Rent shall be payable in advance of the first
               day of each month in equal monthly installments.

                    b.Beginning in the second (2nd)  lease  year
               and   continuing  every  lease  year   thereafter,
               including  renewal terms, such annual  rent  would
               increase  by  an amount equal to one and  thirteen
               one   hundredths  percent  (1.13%)  of  the  prior
               periodOs annual rent.

               2.   Initial Lease Term: 15 years.

               3.    Renewal Terms:   Two (2) terms of  five  (5)
               years each .

               4.   Type of Use:Casual Dining Restaurant.

          6.    It  is  the intent of the parties that the  Lease
          shall be a net lease in all respects and that the  Rent
          shall  be  a  net rent paid to AEI; any and  all  other
          expenses  including, but not limited  to,  maintenance,
          repair,   insurance,  utilities,   costs,   taxes   and
          assessments shall be paid by Lessee.

Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997







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  and (subject to  Article  L.  hereof)
     Seller and its Counsel:

     1.   Net Lease Agreement.
     2.   Attorney's Opinion Letter to be given by Seller's
          and  Lessee's outside counsel necessarily familiar with
          the conduct of Seller's and Lessee's business to render
          such  opinion  and an opinion from an attorney  in  the
          state  in  which the Parcel is situated  as  to,  inter
          alia, the enforceability of the Lease and due authority
          of signatories.
     3.   Lessee Estoppel Letter.
     4.   Affidavit of Seller and Lessee.
     5.   Hazardous Substances Indemnification Agreement of
          Seller and Lessee.
     6.   Foreign  Investment  in  Real  Property  Tax  Act
          (FIRPTA) Affidavit of Seller.
     7.   Tri-Party  Agreement  with  Provident  Bank   in
          substantially the same form as agreed to  between  AEI,
          Ristorante  Karlo, Inc. and Provident Bank on  December
          29,  1995,  except  that in the  event  of  any  future
          assignment,  the  release of Provident  Bank  shall  be
          subject   to   the   provisions  and  restrictions   of
          assignment and subletting as set forth in the Lease.

     Seller  shall  furnish  a proposed Warranty  Deed  to  AEI's
     counsel for its review and approval.

H.   FAIR CREDIT REPORTING ACT

     Seller/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  Seller/Lessee's
     credit  and financial position, as it may deem necessary  or
     expedient at Seller/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  of
     Minnesota.

J.   CERTIFICATION

      Seller and Lessee hereby certify that:

          1.    It  does  not  have  any 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,  will  not result in  any  breach  of,  or
          constitute a default under, any indenture, bank loan or
          credit  agreement, or other instruments to which Seller
          or  Lessee  is a party or by which it may be  bound  or
          affected;

          3.    All  of  both  Seller's and  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


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997





                AEI of the Lease and other documents furnished in
          accordance  herewith, and the provisions  hereof  shall
          continue  to inure to AEI's benefit, and its successors
          and assigns;

          4.    Upon the date of execution of the other documents
          contemplated by this Commitment, the Parcel shall be in
          good  condition, substantially undamaged  by  fire  and
          other  hazards, and the same shall not have  been  made
          the subject of any condemnation proceedings.

K.   TERMINATION

           This Commitment may be terminated prior to closing  at
     AEI's  option (but reserving to AEI its right to pursue  its
     remedies  at  law or equity for Seller's breach  hereof)  in
     such  manner as AEI may determine, if:  1) Seller or  Lessee
     fails to comply with any of the terms hereof, including  but
     not  limited to, obtaining AEIOs approval of the  Supporting
     Documents  listed  in  Paragraph E.6. above,  and  does  not
     satisfactorily cure the same on or before the Closing  Date;
     2)  a  default exists in any financial obligation of Lessee;
     3)  any representation made in any submission proves  to  be
     untrue, substantially false or misleading at any time  prior
     to  the  Closing Date; 4) there has been a material  adverse
     change in the financial condition of a Lessee since the date
     of  execution  of  the  Commitment or there  shall  exist  a
     material  action, suit or proceeding pending  or  threatened
     against   Lessee;   5)   any   bankruptcy,   reorganization,
     insolvency, withdrawal, or similar proceeding is  instituted
     by or against Lessee
     
     In  the  event Seller or Lessee and AEI do not reach  mutual
     agreement  on the documents contemplated to be  executed  by
     either party hereunder, this Commitment may be terminated at
     the  option of either party; AEI shall in such event  refund
     the  Commitment  Fee  to  Seller, less  AEI's  out-of-pocket
     expenses  incurred hereunder, including but not  limited  to
     attorney's fees.

     If  AEI  shall exercise a right to terminate this  Agreement
     for  any reason other than Seller/LesseeOs unwillingness  to
     close, AEI shall in such event refund the Commitment Fee  to
     Seller/Lessee,  less AEI's out-of-pocket  expenses  incurred
     hereunder,  including, but not limited to, attorney's  fees.
     However,  if Seller/Lessee shall refuse to close though  AEI
     shall  be ready, willing and able to close, AEI may exercise
     any  remedy  available at law or equity, including  but  not
     limited to retention of the entire Commitment Fee.

     AEI, Seller and Lessee acknowledge the unique nature of  the
     Parcel  and agree that Seller's or Lessee's breach  of  this
     Commitment  may  result  in  irreparable  harm  to  AEI  not
     compensable by an action for monetary damages.  The  parties
     therefore  agree that AEI shall have the right  of  specific
     performance to enforce the sale of the Parcel, to retain the
     Commitment Fee, as well as to such other forms of  equitable
     relief as are available, without having to precede a suit in
     equity  with  an action at law.  Seller and Lessee  likewise
     are  entitled hereby to specific performance; however,  such
     right of Seller and Lessee shall terminate automatically  in
     the  event  AEI  exercises  its  option  to  terminate  this
     Commitment  by  reason of Seller's or  Lessee's  failure  to
     close  pursuant  to this Commitment on or  before  the  date
     earlier  stated in Section E.2. hereof through no  fault  of
     AEI.   Each party agrees to pay and discharge all reasonable
     costs, and actual attorneys' fees and expenses that shall be
     incurred by the prevailing party in enforcing the covenants,
     conditions  and terms of this Commitment or in  successfully
     defending against an alleged breach thereof.



Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




L.   INCORPORATION OF SUBMITTED WRITTEN MATERIALS/AMENDMENTS

     This  Commitment is issued by AEI pursuant  to  all  written
     materials  previously submitted to AEI by Seller and  Lessee
     (the  "Submitted  Written Materials") and it  is  a  proviso
     hereof  that  the  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 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.   EXPIRATION

     This  Commitment must be executed and returned by registered
     or certified mail to AEI no later than May 23, 1997.

                              AEI Fund Management, Inc. (AEI)



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

STATE OF MINNESOTA  )
                    )  ss
COUNTY OF RAMSEY    )

     On this 12th day of May, 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/ Laura J Miner
                                       Notary Public


                                   [notary seal]

This Commitment is accepted and agreed to
this 13 day of May, 1997.


Ohio Valley Bistros, Inc.          Ohio Valley Bistros, Inc.
(Seller)                           (Lessee)


By: /s/ James Cox            By: /s/ James Cox

     Its:  President             Its:  President


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




STATE OF Ohio  )
                         )  ss
COUNTY OF Hamilton  )

     On this 13th day of May, 1997, before me, the undersigned, a
Notary Public in and for said State, personally appeared James  S
Cox,  personally  known to me to be the person who  executed  the
within instrument as the President of Ohio Valley Bistros,  Inc.,
an Ohio corporation, on behalf of said corporation.


                              /s/ Joyce L Hoffman
                                  Notary Public

                         [notary seal]



STATE OF Ohio  )
                         )  ss
COUNTY OF Hamilton  )

     On this 13th day of May, 1997, before me, the undersigned, a
Notary  Public  in  and for said State, personally  appeared  /s/
James S Cox, personally known to me to be the person who executed
the  within  instrument as the President of Ohio Valley  Bistros,
Inc., an Ohio corporation, on behalf of said corporation.


                              /s/ Joyce L Hoffman
                                  Notary Public
                                  [notary seal]


      I/We  authorize  the  release  of  any  information  deemed
necessary  by AEI to verify any and all information  supplied  to
AEI.   I/We shall hold AEI harmless for any damages arising  from
verification of said information.


/s/ James Cox                 Dated:  5/13/97
Title:  (Seller)



/s/ James Cox                 Dated:  5/13/97
Title:  (Lessee)




Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997



                           EXHIBIT "A"
         (Costs which may be included in the purchase.)


01.  Land Costs or Site Acquisition Costs at Lessee's actual cost
     from unaffiliated parties.
02.  Demolition Costs and Site Preparation Costs.
03.  Architectural and Engineering Fees paid to non-affiliates.
04.  Outside Labor Costs.
05.  Material Costs.
06.  Soil Tests Costs.
07.  Surveying Costs paid to non-affiliates.
08.  Building   permits,  use  permits  and  other   governmental
     charges.
09.  Contractor Fees to non-affiliates.
10.  Builders'  Risk  Insurance  and Public  Liability  Insurance
     Premiums during the
     construction period.
11.  Utility Charges during construction.
12.  Construction Interest.
13.  AEI's one percent (1.0%) Commitment fee.
14.  Title Insurance Fees and Charges.
15.  Recording Fees and Registration or Conveyancing Taxes, Fees,
     or Charges.
16.  Real  Estate  Taxes  due and payable, or  actually  paid  by
     Seller as of the date of closing.
17.  Special Assessments levied and pending and actually paid  by
     Seller as of the date of closing.
18.  Any  fees  or  costs incurred by AEI in qualifying  to  hold
     title in the state where the Property is located.
19.  Appraisal Fees paid to non-affiliates (maximum $5,000).
20.  Attorneys' Fees of Seller and Lessee.
21.  Attorneys' Fees of AEI.
22.  Attached, Permanent Equipment, not including signage, up  to
     nine percent (9.0%) of Total Project Cost.


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997


                           EXHIBIT "B"
               PRELIMINARY DOCUMENTATION CHECKLIST



Prior to funding, the following must be received and approved  by
AEI, along with those items specified more fully in the Sale  and
Leaseback Financing 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.    Current  financial  statements  as  described  on
          Exhibit "C" attached hereto.

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

          5.   Complete city map.

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

          7.    Dated and captioned photographs showing  view  of
          the Parcel and Improvements if completed.

          8.   MAI appraisal.  (To be ordered by AEI.)

          9.   Itemized Budget of total project cost.

          10.  Franchise agreement(s), license and UFOC.

          11.  Other:




Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997


                           EXHIBIT "C"
                                
              FINANCIAL DOCUMENTATION REQUIREMENTS

Lessee shall deliver to AEI, for its approval, the following
documents  to  support  AEI's standard  credit  underwriting
requirements:

        I.  Lessee's financial statements for its three most
        recent  fiscal  years,  audited  by  an  independent
        certified   public  accountant   and   prepared   in
        conformity   with   generally  accepted   accounting
        principles.    In   lieu   of   audited    financial
        statements  for Lessee, audited financial statements
        for   The   Bistro  Group  inclusive  of  supporting
        schedules   for   Lessee,  in  form  and   substance
        substantially similar to those financial  statements
        for  The  Bistro Group for each of the three  fiscal
        years  shall be acceptable. All financial statements
        submitted  to AEI shall include a balance sheet  and
        related   statements  of  income,  cash  flows   and
        stockholder's  equity,  and  related  notes  to  the
        financial  statements.   Additionally,  all  audited
        financial  statements shall be  accompanied  by  the
        auditor's opinion.

        II.Lessee's    internally   generated   consolidated
        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.

        III.           Lessee's  internally  generated   per
        store 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.

        IV.Lessee's  internally generated per  store  annual
        financial  statements for each of  its  prior  three
        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.

        V.  Pro  forma  of first year's operations  for  the
        property to be financed.

        VI.Itemized  budget of total project  cost  for  the
        property to be financed.

        VII.  Current personal financial statements for  all
        Guarantors and, if individuals, their spouses.   All
        personal financial statements must be signed,  dated
        and  include  certification  language  attesting  to
        their accuracy (see below).


Items  I-VI  above shall be prepared by Lessee in accordance
with  current  GAAP guidelines and signed by Lessee's  Chief
Financial Officer, or other authorized individual, who  must
represent  and warrant the accuracy thereof.  For Item  VII,
each personal financial statement submitted to AEI shall  be
accompanied  by  the certification language appearing  below
and shall be personally signed by the Guarantor reflected on
the   personal   financial  statement.   The   certification
language must read as follows:

   "The  undersigned hereby represents and warrants that
   the   information   contained  in   these   financial
   statements  is  true  and  correct  in  all  material
   respects,  understands that AEI is relying upon  such
   information  as  an inducement for  entering  into  a
   purchase  and lease transaction with the undersigned,
   and  expressly represents that AEI may have  reliance
   upon such information."
                                
                                
                                
Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997
                                
                           EXHIBIT "D"
                                
                     INSURANCE REQUIREMENTS
                      (SALE AND LEASEBACK)

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

1.   An original property 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 at full Replacement Cost of the Parcel,
annually updated, including Improvements. The insured Parcel
shall be described by the address of the Parcel. In the event
that it is impossible to furnish the original policy in time for
the closing on AEIOs purchase of the Parcel, an Insurance
Certificate, form ACORD 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 property insurance policies shall include a Building
Ordinance Compliance Endorsement.

4.   All property insurance policies shall be written with no
coinsurance.

5.   The maximum deductible for any property insurance policy
shall be $5,000.

6.   Property insurance shall include Loss of Rents insurance in
an amount to cover at least a 12 month period with the loss
proceeds payable to AEI.

7.   Flood insurance shall be required, in amounts acceptable to
AEI, unless evidence is provided that the Parcel is not located
in a designated Federal flood or storm surge area. Satisfactory
evidence to determine if coverage is necessary shall be a Base
Flood Elevation Certificate and/or a National Geodetick 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                   .

8.   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                .

9.   Comprehensive General Liability coverage shall be written,
with limits of $2,000,000 per occurrence and $5,000,000
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. 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. The maximum deductible for any liability insurance
policy shall be              .

10. 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,


Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




the coverage shall be written with limits of $2,000,000 per
occurrence and $5,000,000 aggregate.

11. At any time, at the discretion of AEI, Pollution Liability
coverage may be required.

12. The "Additional Requirements For All Insurance Policies" are
as follows:

     a. Definition of "AEI" regarding Additional Insured and Loss
     Payee Endorsements:
     
          "AEI                      Limited Partnership, AEI
                      , Inc., the Corporate General Partner,
          Robert P. Johnson, as the Individual General Partner
          and its successors and assigns as their respective
          interests may appear. "
     
     b. Each policy shall be accompanied a proof of payment of
     the first annual premium.
     
     c. All property policies shall name AEI as Loss Payee and
     Additional Insured.
     
     d. All liability policies shall name AEI as Additional
     Insured.
     
     e. All property and liability insurance policies shall
     contain Waiver of Subrogation Endorsements waiving all
     rights of subrogation, if any, against AEI.
     
     f. AEI shall receive a thirty (30) day written notice in the
     event of cancellation, material amendment, or expiration
     without renewal of the policies. The certificate of
     insurance must not contain the following language: "will
     endeavor to mail" and "but failure to mail such notice shall
     impose no obligation or liability of any kind upon the
     company, its agents or representatives".
     
     g. All insurance companies shall be approved in writing by
     AEI.
     
     h. All property and liability insurance policies will be
     analyzed at least quarterly regarding their coverages and
     adjusted at any time at the option of AEI.

13. At the discretion of AEI, key man insurance can be required
as called for in Lessee's Sale and Leaseback Financing Commitment
with AEI as owner of the policy or sole and irrevocable
beneficiary.

* Please call in AEI's Insurance Analyst in the Lease Management
Department to determine amounts, 1-800-328-3519.





Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997


                           EXHIBIT "E"

                       SURVEY REQUIREMENTS



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 ACQUISITIONS CLOSING MANAGER  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 property; 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 property, except as shown on said survey;
     that  there  are no party walls or visible encroachments  on
     said  described property by buildings, structures  or  other
     improvements situated on adjoining property, except as shown
     on  said plat or survey; and that the described property 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 plot or
     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 property  and  on
     adjoining  properties if they appear to affect the enjoyment
     of  the  surveyed property should be located and noted.   If
     the surveyor has knowledge of any such easements



Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997




     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  property
     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  property  surveyed  and  the  street  must  be  labeled
     "Publicly Dedicated" or "Private Thoroughfare" as  the  case
     may be.

7.   As  minimum requirement, at least two (2) sets of prints  of
     the  plat or map of survey should be furnished to AEI,  1300
     Minnesota  World  Trade Center, 30 E.  Seventh  Street,  St.
     Paul,  MN  55101, attention:  Acquisitions Closing  Manager,
     and one (1) copy 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.



Seller/Lessee Initial:
Commitment For: TGI Friday's Restaurant, /s/ JC
May 6, 1997