DEVELOPMENT FINANCING AGREEMENT

      THIS AGREEMENT, made and entered into effective as  of
this 25th day of November, 1998, by and between Tumbleweed ,
LLC (hereinafter referred to as "Lessee"), whose address  is
1900  Mellwood Avenue, Louisville, Kentucky,  and AEI Income
&  Growth  Fund  XXII Limited Partnership,  whose  principal
business  address is 1300 Minnesota World Trade  Center,  30
East  Seventh Street, St. Paul, Minnesota 55101 (hereinafter
referred to as "Lessor") .


W I T N E S S E T H, that:

     WHEREAS, Lessee is contemplating building the following
Improvements  on  the  premises  described  in  Exhibit  "A"
attached hereto :

    Construction of an approximately square  foot  building
and improvements to be  used  as  a   Tumbleweed Restaurant.

    WHEREAS,  Lessee  has  made application  to  Lessor  for
development  financing to defray the costs  of  constructing
such Improvements;

    WHEREAS,  Lessor's  Assignor has issued  to  Lessee  its
Development  Financing  and Leasing  Commitment  to  advance
funds  in  the  amount  hereinafter  specified,  subject  to
compliance with the terms and conditions of this Development
Financing  Agreement  and  the  Net  Lease  Agreement   (the
"Lease") of even date herewith;

    NOW,  THEREFORE, in consideration of entering  into  the
Lease and other good and valuable consideration, the receipt
of  which is hereby acknowledged by the parties hereto,  the
parties hereto agree as follows:

                           ARTICLE I
                          DEFINITIONS

   For purposes of this Agreement, the following terms shall
have the following meanings:

     1.  "Application"  shall   mean Lessee's  application to
     the Lessor for  the  Development Financing the terms and
     conditions of which are incorporated herein by reference.

     2.  "Architect's Contract"  shall mean Lessee's contract
     with the Project Architect.

     3.  "Commitment"   shall   mean Lessor's  Commitment  to
     Lessee agreeing  to  provide  the Development Financing.
     (The "Development  Financing  and  Leasing  Commitment"
     dated of even date herewith.)
   
     4.  "Completion Date" shall  mean midnight, May 31, 1999,
     subject to Force  Majeure,  as defined herein.

     5.  "Construction  Costs"  shall  mean land  costs,  all
     costs paid to construct and  complete  the Improvements,
     as specified on Exhibit "B"  attached  hereto and made a
     part hereof.

     6.  "Construction  Contracts"  shall mean  the contracts
     between Lessee and Contractors  for  the  furnishing  of
     labor, services or materials to  the  Leased Premises in
     connection  with  the  construction  of the Improvements.

     7.  "Contractors" shall mean those firms directly engaged
     by Lessee  to   construct   the Improvements, whether one
     or more.

     8.  "Contract Documents" shall mean the Project Architect's
     Contract, Plans and Specifications and the contract with the
     Contractor.

     9.  "Development Financing" shall mean the  funds to be made
     available  pursuant to the Commitment and not  to exceed the
     lesser of the Construction Costs  or the maximum loan amount
     of One Million Three Hundred Twenty Five  Thousand  Dollars
     ($1,325,000)  as  specified  in  the Commitment.

    10.   "Development   Financing   and Carrying  Charges" shall
    mean   all  fees,   taxes  and  charges  incurred  under  the
    Development   Financing  and   in   the construction  of  the
    Improvements including, but not  limited to,   non-refundable
    commitment  fees;  interest   charges, service and inspection
    fees,  attorney's  fees,   title insurance fees  and charges,
    recording fees  and  insurance premiums.

    11.   "Development   Financing  Documents" shall   mean  this
    Agreement,the Lease,Assignment of Architects and Construction
    Contracts, Guarantees, and  such other documents given to the
    Lessor as  security  for  the  Development Financing.

    12.   "CLTIC-CDD"    shall    mean Commonwealth  Land  Title
    Insurance Corporation, Construction Disbursement  Department,  
    the nationally  recognized  title insurer, to  be  CLTIC-CDD
    under  the Development  Financing   Disbursement   Agreement
    executed by and between  the  parties of even date herewith.

    13.   "Final Disbursement Date"  shall mean  the date of the
    final  disbursement  of  the Development Financing  provided
    hereunder.

    14.   "Improvements"  shall  mean  the structures  and other
    improvements to be constructed  on  the Leased  Premises  in
    accordance  with   the   Plans   and Specifications.

    15.   "Initial Disbursed Funds"  shall  mean   those   funds
    disbursed  on  the Closing  Date  for  land acquisition  and
    related soft costs upon Lessor's acquisition of the   Leased
    Premises.

    16.   "Inspecting Architect" shall mean the architect, if any,
    hired  by  Lessor   to   perform inspections  of the premises.
    An Inspecting  Architect  may only be engaged by Lessor in the
    event of a default relating to  construction  of the Improvements
    under the  Development Financing Documents.

    17.   "Leased Premises" shall mean  the real property described
    in the Exhibit "A" attached to this Agreement, together with all
    Improvements,  equipment  and fixtures thereon.

    18.   "Lessee Equity" shall  mean  the final Construction Costs
    less the amount of the Development Financing.

    19.   "Plans  and  Specifications"  shall  mean  the  plans and
    specifications prepared by the  Project Architect  who shall be
    licensed in the jurisdiction of the Leased Premises and selected
    by Lessee.

    20.   "Project" shall mean the construction of the Improvements
    on the Leased Premises.

    21.   "Project Architect" shall mean the architect  retained by
    Lessee  to  design  and  supervise construction of the Improvements.

    22.   "Rental Modification Date" shall mean a date one hundred and
    twenty days (120) from the date hereof.

    23.   "Sub-Contractors" shall mean those persons furnishing labor
    or  materials  for  the  Project pursuant to the Sub-Contracts.

    24.   "Sub-Contracts" shall  mean  the contracts  between  the
    Contractor and its  materialmen  and mechanics in the furnishing
    of labor or materials  for  the Project.

    25.   "Title" shall mean Lawyers Title Insurance Corporation
    issuing the Lessor's fee owner's title insurance policy.


                           ARTICLE II
                   THE DEVELOPMENT FINANCING

   Subject to compliance with the provisions of this Agreement,
Lessor  agrees  to advance to Lessee, and Lessee  agrees  to
request   from  Lessor,  the  Development  Financing.    The
Development Financing shall be advanced in stages by  Lessor
to  CLTIC-CDD  and disbursed by CLTIC-CDD  pursuant  to  the
provisions   of   Article  VIII  hereof.   The   Development
Financing,   or  so  much  thereof  as  has  been   advanced
hereunder,  shall  bear interest at the rate  and  shall  be
repaid  in  accordance with the terms hereof and the  Lease.
The  proceeds  of the Development Financing  shall  be  used
exclusively  for  the  purposes  of  defraying  Construction
Costs.

                          ARTICLE III


                              N/A


                           ARTICLE IV
                  CONSTRUCTION OF IMPROVEMENTS

   Lessee agrees to commence construction of the Improvements
within  thirty  (30) days from the date of  this  Agreement.
After  commencement  of construction  of  any  Improvements,
Lessee  agrees  to  diligently pursue said  construction  to
completion,  and to supply such moneys and to  perform  such
duties  as may be necessary to complete the construction  of
said  Improvements pursuant to the Plans and  Specifications
and in full compliance with all terms and conditions of this
Agreement  and the Development Financing Documents,  all  of
which  shall  be  accomplished on or before  the  Completion
Date, subject to Force Majeure and without liens, claims  or
assessments  (actual  or contingent)  asserted  against  the
Leased  Premises  for  any material, labor  or  other  items
furnished in connection therewith, subject to Lessee's right
to  contest such liens, claims, or assessments provided  the
same are removed as a lien upon the Leased Premises prior to
foreclosure  of  such lien, and all in full compliance  with
all  construction, use, building, zoning and  other  similar
requirements  of  any  pertinent governmental  jurisdiction.
Lessee  will  provide to Lessor, upon request,  evidence  of
satisfactory compliance with all the above requirements.

                           ARTICLE V
          REPRESENTATIONS AND WARRANTIES OF THE LESSEE

Lessee  hereby represents and warrants to the Lessor,  which
representations  and  warranties  shall  be  deemed  to   be
restated by Lessee each time Lessor makes an advance of  the
Development Financing, that:

1.   VALIDITY  OF  DEVELOPMENT  FINANCING  DOCUMENTS  -  The
Development  Financing Documents are in all respects  legal,
valid and binding according to their terms.

2.  NO  PRIOR LIEN ON FIXTURES - No mortgage, bill of  sale,
security  agreement,  financing statement,  or  other  title
retention  agreement  (except those  executed  in  favor  of
Lessor) has been, or will be, executed with respect  to  any
fixture  (except Lessee's trade fixtures not  financed  with
this  Development  Financing) used in conjunction  with  the
construction, operation or maintenance of the improvements.

3. CONFLICTING TRANSACTION OF LESSEE - The consummation of the
transactions hereby contemplated and the performance of  the
obligations of Lessee under and by virtue of the Development
Financing  Documents will not result in any  breach  of,  or
constitute a default under, any mortgage, lease,  bank  loan
or credit agreement, corporate charter, by-laws, partnership
agreement, or other instrument to which Lessee is a party or
by  which  it may be bound or affected, the breach of  which
would  materially  affect Lessee's ability  to  perform  its
obligations hereunder.

4.  PENDING  LITIGATION - There are  no  actions,  suits  or
proceedings   pending,  or  to  the  knowledge   of   Lessee
threatened, against or affecting it or the Leased  Premises,
or  involving the validity or enforceability of any  of  the
Development  Financing Documents, at law or  in  equity,  or
before  or  by  any governmental authority, except  actions,
suits and proceedings that are fully covered by insurance or
which,  if  adversely  determined  would  not  substantially
impair  the ability of Lessee to perform each and every  one
of  its  obligations under and by virtue of the  Development
Financing Documents; and to the Lessee's knowledge it is not
in  default  with  respect to any order,  writ,  injunction,
decree or demand of any court or any governmental authority.

5. VIOLATIONS OF GOVERNMENTAL LAW, ORDINANCES OR REGULATIONS  -
To  the best knowledge of Lessee, there are no violations or
notices  of  violations  of any  federal  or  state  law  or
municipal ordinance or order or requirement of the State  in
which  the  Leased  Premises are located  or  any  municipal
department   or   other   governmental   authority    having
jurisdiction affecting the Leased Premises, which violations
in  any  way  have a material adverse affect on  the  Leased
Premises  and  which  remain uncured after  notice  by  such
governmental authority or department (if notice is required)
and  the expiration of the time within which Lessee may cure
such  violation,  or  if  no time limitation  is  specified,
within a reasonable time after notice to cure such violation
 .

6. COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS - To the
best  knowledge of Lessee, the Plans and Specifications  and
construction  pursuant thereto and the  use  of  the  Leased
Premises  contemplated thereby comply and will  comply  with
all   present   governmental  laws   and   regulations   and
requirements, zoning ordinances, standards, and  regulations
of  all governmental bodies exercising jurisdiction over the
Leased  Premises.   Lessee agrees  to  provide  the  Project
Architect's  certification  to  such  effect  prior  to  the
funding  of  the  first disbursement under  the  Development
Financing.

7.  LESSEE'S  STATUS  AND AUTHORITY - If  the  Lessee  be  a
corporation,   limited  liability  company,   trust   or   a
partnership, Lessee warrants and represents that (i)  it  is
duly organized, existing and in good standing under the laws
of the state in which it is incorporated or created; (ii) it
is  duly qualified to do business and is in good standing in
the state in which the Leased Premises are located; (iii) it
has  the corporate or other power, authority and legal right
to  carry on the business now being conducted by it  and  to
engage  in  the transactions contemplated by this  Agreement
and  the  Development  Financing  Documents;  and  (iv)  the
execution and delivery of this Agreement and the Development
Financing  Documents and the performance and  observance  of
the  provisions hereof and thereof have been (or future acts
will   be)   duly   authorized  by  all   necessary   trust,
partnership,  or corporate actions of Lessee.   Lessee  will
furnish such resolutions, affidavits and opinions of counsel
to such effect as Lessor may reasonably require.

8. AVAILABILITY OF UTILITIES - All utility services necessary
for  the  construction of the Improvements will be available
prior  to the commencement of construction, and all  utility
services   necessary  for  the  proper  operation   of   the
Improvements  for their intended purposes are  available  at
the  Leased  Premises  or will be available  at  the  Leased
Premises   prior   to  the  Final  Disbursement   Date,   at
commercially  comparable utility rates and  hook-up  charges
for the vicinity, including water supply, storm and sanitary
sewer facilities, gas, electricity and telephone facilities.
Lessee  shall  furnish  evidence  of  such  availability  of
utilities from time to time at Lessor's request.

9.  BUILDING PERMITS - All building permits required for the
construction of the Improvements have been obtained prior to
the commencement of the construction of the Improvements and
copies of same will be delivered to Lessor.

10.CONDITION OF LEASED PREMISES - The Leased Premises are not
now  damaged or injured as a result of any fire,  explosion,
accident,  flood  or  other casualty, nor  to  the  best  of
Lessee's knowledge, subject to any action in eminent domain.

11.APPROVAL OF PLANS AND SPECIFICATIONS - To the best knowledge
of   Lessee   in  reliance  upon  the  Project   Architect's
certification  to such effect, the Plans and  Specifications
conform  to  the  requirements and  conditions  set  out  by
applicable law or any effective restrictive covenant, to all
governmental  authorities which exercise  jurisdiction  over
the  Leased  Premises or the construction  thereon,  and  no
construction  will  be commenced upon  the  Leased  Premises
until said Plans and Specifications shall have been approved
by  Lessor, which consent shall not be unreasonably withheld
or  delayed  and  shall  be given  or  withheld  within  ten
business  days after written request therefor.   Subject  to
Article VI, paragraph 14, no material changes are to be made
in the Plans and Specifications as approved without Lessor's
prior  consent,  which  consent shall  not  be  unreasonably
withheld  or  delayed and shall be given or withheld  within
ten  business  days after written request therefor;  except,
after   prior   written  notice  to  Lessor,  provided   the
Development Financing shall remain in balance as  set  forth
in  Article VII, paragraph 3 herein, Lessor shall consent to
reallocation  among  line items or use of  the  Construction
Contingency  in  the aggregate of not more than  the  amount
budgeted   as  set  forth  on  Exhibit  B  for  Construction
Contingency, unless Lessee shall deposit Owner  Equity  with
CLTIC-CDD  in  the amount of such excess over  the  budgeted
amount.

12.CONSTRUCTION CONTRACTS - Lessee has entered into contracts
with  the Contractors or separate contracts with materialmen
and   laborers  providing  for  the  construction   of   the
Improvements.  Lessee will cause the Contractors to promptly
furnish Lessor with the complete list of all Sub-contractors
or  entities  as and when under contract, which  Contractors
propose  to  engage  to furnish labor  and/or  materials  in
constructing  the  Improvements (such  list  containing  the
names,  addresses,  and  amounts of  such  sub-contracts  as
written  in  excess  individually of $5,000,  and  prior  to
disbursement  of  funds  to  or  for  the  benefit  of  such
Subcontractors, affidavits of authorized signatory and other
documents  commercially  reasonably  required  by  Title  to
insure  that the Leased Premises remain lien free) and  will
from  time to time furnish Lessor or Title with true  copies
of  all Contracts entered into by Lessee and with the  terms
of  all  verbal  agreements therefor,  if  any,  and  as  to
subcontractors,  letters  signed  by  sub-contractors  whose
contracts are in excess of $5,000 setting forth the  present
amount  of  their contract and the amounts remaining  to  be
paid  under  that contract, if the same information  is  not
stated  on  a  lien  waiver reflecting  the  most  currently
requested payment to such subcontractor.

13.BROKERAGE COMMISSIONS - No brokerage commissions are due in
connection  with the transaction contemplated hereby  or  if
there  are commissions due or payable the same will be  paid
by Lessee.  Lessee agrees to and shall indemnify Lessor from
any  liability, claims or losses arising by  reason  of  any
such  brokerage commissions.  This provision  shall  survive
the   repayment  of  the  Development  Financing  and  shall
continue in full force and effect so long as the possibility
of such liability, claims or losses exists.

14.NO PRIOR WORK - Except as may have been permitted by Lessor,
no  work  or  construction has been  commenced  or  will  be
commenced  by or on behalf of Lessee on the Leased Premises,
nor  has Lessee entered into any contracts or agreements for
such  work  or  construction  which  could  result  in   the
imposition  of  a mechanic's or materialmen's  lien  on  the
Leased  Premises or the Improvements prior to or  on  parity
with the interest of Lessor.

15.ENVIRONMENTAL IMPACT STATEMENT - All required environmental
impact  statements as required by any governmental authority
having   jurisdiction  over  the  Leased  Premises  or   the
construction  of the Improvements have been duly  filed  and
approved.

16.ACCESS - The Leased Premises front on a publicly maintained
road or street or have access to such a road or street under
an  easement  or  private way, which is  not  subject  to  a
reversion in favor of any party.

17.FINANCIAL INFORMATION - Any financial statements heretofore
delivered  to  Lessor are true and correct in all  respects,
have  been  prepared  in accordance with generally  accepted
accounting  practice,  and  fairly  present  the  respective
financial  conditions  of  the subject  thereof  as  of  the
respective  dates thereof and no materially  adverse  change
has  occurred in the financial conditions reflected  therein
since the respective dates thereof.




                           ARTICLE VI
                      COVENANTS OF LESSEE

Lessee hereby covenants and agrees with Lessor as follows:

1. SURVEYS - Prior to execution of any Development Financing
Documents   and   prior  to  the  initial  request   for   a
Disbursement (as defined in Article VIII hereof), Lessee has
furnished to Lessor three copies of a current perimeter land
survey,  in  form  and  substance  satisfactory  to  Lessor,
certified  to  Lessor, giving a description  of  the  Leased
Premises  and  showing all encroachments onto  or  from  the
Leased   Premises,  currently  certified  by  a   registered
surveyor and bearing his registry number and showing  access
rights,  easements, or utilities, rights of way, all setback
requirements upon the Leased Premises, improvements, matters
affecting   title  and  such  other  items  as  Lessor   may
reasonably request.

2.  TITLE  INSURANCE  -  Prior to the  initial  request  for
Disbursement  the Lessee has furnished Lessor with  an  ALTA
policy  of  title  insurance, and prior  to  any  subsequent
request for Disbursement such ALTA policy of title insurance
shall  be  brought  down  to the  date  of  Disbursement  by
endorsement,  all  in  form  and substance  satisfactory  to
Lessor  issued at the Lessee's expense and written by  Title
insuring  the  Leased Premises to be marketable,  free  from
exceptions for mechanic's and materialmen's liens  and  free
from other exceptions not previously approved by the Lessor,
naming Lessor as fee owner insured to the extent of advances
made  hereunder subject only to such exceptions  as  may  be
reasonably approved by Lessor.

3. RESTRICTIONS ON CONVEYANCE OR SECONDARY FINANCING - Lessee
will  not  transfer,  sell, convey or  encumber  the  Leased
Premises  or  subject the Leased Premises to  any  secondary
financing  in  any way without the written  consent  of  the
Lessor,  except  as  permitted in  Article  V,  paragraph  2
relating to trade fixture financing sources or suppliers.

4.  INSURANCE - To obtain or cause Contractor to obtain  and
maintain  such insurance or evidence of insurance as  Lessor
may  reasonably  require, including but not limited  to  the
following:

     (a) BUILDER'S  RISK  INSURANCE   -
Builder's Risk Insurance written on the so-called "Builder's
Risk-Completed Value Basis" in an amount equal to  the  full
replacement  cost  of  the  Improvements  at  the  date   of
completion with coverage available on the so-called multiple
peril  form  of policy, including coverage against  collapse
and water damage, naming Lessor as additional named insured,
such insurance to be in such amounts and form and written by
such  companies as shall be reasonably approved  by  Lessor,
and   the   originals  of  such  policies   (together   with
appropriate  endorsement thereto,  evidence  of  payment  of
premiums  thereon and written agreements by the  insurer  or
insurers therein to give Lessor ten (10) days' prior written
notice  of  any  intention  to  cancel)  shall  be  promptly
delivered to Lessor, said insurance coverage to be  kept  in
full  force and effect at all times until the completion  of
construction of the Improvements.

       (b)  HAZARD  INSURANCE  -  Fire  and
Extended Coverage Insurance, and such other hazard insurance
as  Lessor may require and as called for in the Lease in  an
amount   equal  to  the  full  replacement   cost   of   the
Improvements  naming Lessor as an additional named  insured,
such insurance to be in such amounts and form and written by
such  companies as shall be reasonably approved  by  Lessor,
and   the   originals  of  such  policies   (together   with
appropriate  endorsements thereto, evidence  of  payment  of
premiums  thereon and written agreement by  the  insurer  or
insurers therein to give Lessor ten (10) days' prior written
notice  of  any  intention  to  cancel)  shall  be  promptly
obtained and delivered to Lessor immediately upon completion
of  the  construction  of the Improvements  and  before  any
portion  is occupied by Lessee or any tenant of Lessee  with
such  insurance to be kept in full force and effect  at  all
times thereafter.

      (c)  PUBLIC LIABILITY - Comprehensive
public liability insurance (including operations, contingent
liability   operations,  operations  of  sub-   contractors,
completed operations and contractual liability insurance) in
limits of coverage as set forth in the Lease.

     (d)    WORKMEN'S COMPENSATION INSURANCE -
Evidence  of  compliance  with the required  coverage  under
statutory workmen's compensation requirements.

5. COLLECTION OF INSURANCE PROCEEDS - To cooperate with Lessor
in  obtaining  for Lessor the benefits of any  insurance  or
other  proceeds  lawfully  or equitably  payable  to  it  in
connection with the transaction contemplated hereby and  the
collection  of any indebtedness or obligation of the  Lessee
to  Lessor  incurred  hereunder (including  the  payment  by
Lessee  of the expense of an independent appraisal on behalf
of  Lessor in case of a fire or other casualty affecting the
Leased Premises).

6. APPLICATION OF DEVELOPMENT FINANCING PROCEEDS - To use the
proceeds of the Development Financing solely for the purpose
of  paying for Construction Costs and such incidental  costs
relative  to the construction as may be reasonably  approved
from  time to time in writing by Lessor, and in no event  to
use  any of the Development Financing proceeds for personal,
corporate or other purposes.

7.  EXPENSES  - To pay all costs of closing the  Development
Financing  and all expenses of Lessor with respect  thereto,
including,  but  not  limited to,  legal  fees  by  Lessor's
counsel and all other reasonable attorney's fees (limited as
set  forth  in  the  Commitment), costs of title  insurance,
transfer taxes, license and permit fees, recording expenses,
surveys,   intangible  taxes,  appraisal  fees,   Inspecting
Architect fees, expenses of retaking possession upon default
by Lessee hereunder or other costs of enforcement (including
reasonable attorney's fees) and similar items.

8. LAWS, ORDINANCES AND ETC. - To comply promptly with any law,
ordinance,  order,  rule or regulation  of  all  authorities
exercising  jurisdiction over the  Leased  Premises  or  the
construction  thereon,  including  appropriate   supervising
boards  of  fire underwriters and similar agencies  and  the
requirements of any insurer issuing coverage on the Project.

9. RIGHT OF LESSOR TO INSPECT LEASED PREMISES - Upon 48 hours
notice, except in cases which Lessor reasonably deems to  be
an  emergency, in which event upon reasonable  notice  under
the  circumstances,  to permit Lessor and  Title  and  their
representatives and agents to enter upon the Leased Premises
and to inspect the Improvements and all materials to be used
in   construction  thereof  and  to  cooperate   and   cause
Contractor  to  cooperate with Lessor  or  Title  and  their
representatives and agents during such inspections, provided
that   such   is   accomplished  without  interrupting   the
construction process.  Provided, further, however, that this
provision shall not be deemed to impose upon Lessor or Title
any   duty  or  obligation  whatsoever  to  undertake   such
inspections,  to correct any defects in the Improvements  or
to notify any person with respect thereto.

10.  BOOKS AND RECORDS - To set up and maintain accurate and
complete  books,  accounts  and records  pertaining  to  the
Project   including  the  working  drawings  in   a   manner
reasonably  acceptable  to Lessor.  The  Lessor,  Title  and
Inspecting  Architect shall have the right at all reasonable
times  and upon reasonable prior notice to inspect,  examine
and  copy  all books and records of Lessee relating  to  the
Project,  and  to enter and have free access to  the  Leased
Premises  and  Improvements and to inspect  all  work  done,
labor  performed  and material furnished  in  or  about  the
Project,   provided   that  such  is  accomplished   without
interrupting the construction process.  Notwithstanding  the
foregoing,   Lessee   shall  be   responsible   for   making
inspections  as  to the Improvements during  the  course  of
construction  and  shall determine to its  own  satisfaction
that  the work done or materials supplied by the Contractors
and all Subcontractors has been properly supplied or done in
accordance with the applicable contracts.  Lessee will  hold
Lessor  and  Title harmless from and Lessor and Title  shall
have  and  have no liability or obligation of  any  kind  to
Lessee  or  creditors  of  Lessee  in  connection  with  any
defective,  improper or inadequate workmanship or  materials
brought  in  or  related to the Improvements or  the  Leased
Premises,  or any mechanic's liens arising as  a  result  of
such  workmanship  or  materials.   Upon  Lessor's  request,
Lessee  shall replace or cause to be replaced any such  work
or  material found to be materially deficient by the Project
Architect  or Independent Architect.  Lessor shall cooperate
with  Lessee  in  obtaining any rights under any  applicable
warranties to accomplish such work.  Any inspections made by
Inspecting  Architect,  Title or Lessor  are  for  the  sole
benefit  of  Lessor  and neither Lessee  nor  any  creditor,
tenant or vendee of Lessee shall be entitled to rely on such
inspection.   Lessee  shall  obtain  for  Lessor  coincident
rights to rely upon any warranties obtain by Lessee from its
Contractors or subcontractors.

11.CORRECTION OF DEFECTS - To promptly correct any structural
defects  in the Improvements or any material departure  from
the  Plans  and  Specifications not previously  approved  by
Lessor.   The advance of any Development Financing  proceeds
shall  not constitute a waiver of Lessor's right to  require
compliance with this covenant.

12.SIGN REGARDING DEVELOPMENT FINANCING - To allow Lessor to
erect  and  maintain  at  a  suitable  site  on  the  Leased
Premises,  at  a  location to be chosen  by  Lessee  in  its
reasonable  discretion, a sign indicating  that  Development
Financing  is  being  provided  by  Lessor,  to  the  extent
permitted   by  law  or  private  covenant,  condition,   or
agreement affecting the Project.

13.ADDITIONAL DOCUMENTS - To furnish to Lessor all instruments,
documents,  initial surveys, footing or foundation  surveys,
if   conducted,   certificates,  plans  and  specifications,
appraisals, financial statements, title and other  insurance
reports and agreements and each and every other document and
instrument required to be furnished by the terms hereof, all
at  Lessee's  expense; to assign and deliver to Lessor  such
documents, instruments, assignments and other writings,  and
to do such other acts necessary or desirable to preserve and
protect the Leased Premises, as Lessor may require;  and  to
do  and  execute all and such further lawful and  reasonable
acts, conveyances and assurances for the carrying out of the
intents  and purposes of this Agreement, the Lease,  or  the
Commitment, as Lessor shall reasonably require from time  to
time.

14.ARCHITECTS AND CONSTRUCTION CONTRACTS - To commit no default
nor  knowingly  permit  a default under  the  terms  of  the
Architects  or  Construction Contracts; To  waive  none  nor
knowingly permit a waiver of the obligations of the  parties
thereunder;  To do no act which would relieve  such  parties
from their obligations thereunder; To make no amendments  to
such contracts, without the prior written consent of Lessor;
To  enter  into  no  change orders or extras  that  cause  a
reallocation  among  budgeted line items,  or  that  in  the
aggregate  or singularly result in a net increase in  excess
of  10%  of  the  original contract amount without  Lessor's
prior   written  consent,  which  consent   shall   not   be
unreasonably withheld or delayed; provided, however,  Lessor
shall  be  given  written notice and copies  of  all  change
orders;  provided, further, however, with written notice  to
Lessor prior to any request for funds subsequent to any such
change order or reallocation, the Lessee shall be allowed to
enter into any change order or extra which is accounted  for
by use of any reallocation among line items or any remaining
budgeted  Contingency line item, or if  the  same  has  been
exhausted, Lessee shall be allowed increases in the original
contract amount without Lessor's consent if Lessee has, upon
the  execution of said change order, deposited  with  Lessor
the  amount by which such change order increases  the  total
Construction Cost; To allow all such contracts to be subject
to  the  approval of Lessor for its loan purposes; To  allow
Lessor  to take advantage of all the rights and benefits  of
the  contracts  upon any default by Lessee;  and  to  submit
evidence  to  Lessor  that  both  the  Architect   and   the
Contractors will permit Lessor to acquire Lessee's  interest
under  their respective contracts and the Contract Documents
without  additional charge or fee should an event of default
occur   hereunder,  which  default  is  not   cured   within
applicable notice and cure periods.

15.ENFORCE PERFORMANCE OF SUB-CONTRACTS - To enforce, or cause
to  be enforced, the prompt performance of the Sub-Contracts
in  accordance  with  their terms and  not  to  approve  any
changes  in  the  same that in the aggregate  or  singularly
result  in  a net increase in excess of 10% of the  original
General Contractor's contract amount without Lessor's  prior
written  consent,  which consent shall not  be  unreasonably
withheld  or delayed, provided Lessee's right to enter  into
any  such change order shall be on the same terms set  forth
in Section 14 above.

16.COMPLIANCE WITH RULES - To comply with, and to require the
Contractors   to   comply  with,  all  rules,   regulations,
ordinances  and laws bearing on the conduct of the  work  on
the  Improvements, including the requirements of any insurer
issuing coverage on the Project and the requirements of  any
applicable supervising boards of fire underwriters.

17.OPINIONS OF COUNSEL - To furnish such opinions of counsel as
may be reasonably requested of the Lessee in connection with
the matters contemplated by this Agreement.

18.SOIL  TESTS  - To provide the Lessor with a  soil  report
prepared  by  an acceptable engineer certifying  as  to  the
status  of  the soil conditions on the Leased Premises,  the
need or lack of need for special pilings and foundations and
that  either any pilings and foundation necessary to support
the  Improvements have been placed in a manner and  quantity
sufficient to provide the required support or that  no  such
pilings  and  foundations are necessary for the support  and
construction of the Improvements.

19.MARKETABLE TITLE - To execute and deliver or cause to  be
executed  and delivered such instruments as may be  required
by the Lessor and Title to provide Lessor with a marketable,
valid  title  to the Leased Premises subject  only  to  such
exceptions to title as may be reasonably approved by Lessor.

20.VIOLATIONS OF GOVERNMENTAL LAW, ORDINANCES OR REGULATIONS  -
Lessee will permit no violations nor commit the same, of any
federal  or  state law or municipal ordinance  or  order  or
requirement  of the State in which the Leased  Premises  are
located  or  any municipal department or other  governmental
authority having jurisdiction affecting the Leased Premises,
which  violations in any way have a material adverse  affect
on the Leased Premises and which remain uncured after notice
by  such governmental authority or department (if notice  is
required) and the expiration of the time within which Lessee
may  cure  such  violation,  or if  no  time  limitation  is
specified,  within a reasonable time after  notice  to  cure
such violation .

21.COMPLIANCE WITH ZONING ORDINANCES AND SIMILAR LAWS -  The
Plans  and Specifications and construction pursuant  thereto
and the use of the Leased Premises contemplated thereby will
comply  with  all  governmental  laws  and  regulations  and
requirements, zoning ordinances, standards, and  regulations
of  all governmental bodies exercising jurisdiction over the
Leased  Premises,  including  environmental  protection  and
equal  employment  regulations, and appropriate  supervising
boards of fire underwriters and similar agencies.

22.APPROVAL  OF  PLANS AND SPECIFICATIONS -  The  Plans  and
Specifications   will  conform  to  the   requirements   and
conditions  set  out  by applicable  law  or  any  effective
restrictive  covenant,  and to all governmental  authorities
which exercise jurisdiction over the Leased Premises or  the
construction thereon.


                          ARTICLE VII
             CONDITIONS PRECEDENT TO A DISBURSEMENT

It shall be a condition precedent to each Disbursement under
this Development Financing Agreement that:

1. DEVELOPMENT FINANCING DOCUMENTS - The Development Financing
Documents  shall  have been duly executed and  delivered  to
Lessor and shall be in full force and effect.

2.  LESSEE EQUITY - Lessee shall have paid all of the Lessee
Equity  funds into the Project before the first Disbursement
(or  any subsequent Disbursement if additional Lessee Equity
should  be  required) and Lessee shall deliver  evidence  of
such payment reasonably satisfactory to Lessor.

3. DEVELOPMENT FINANCING BALANCE - As of the date immediately
prior  to  any Disbursement, the total amount of  unadvanced
proceeds  of  the Development Financing shall be sufficient,
in  the  commercially  reasonable  opinion  of  Lessor  (the
opinion  of Lessor being based upon affidavit of the General
Contractor, the Project Architect, the Inspecting Architect,
or  other  reliable  licensed  third  party  contractor)  to
complete the Improvements free of liens.  To the extent  the
total   of   the  unadvanced  proceeds  of  the  Development
Financing  shall be insufficient, at any time,  in  Lessor's
reasonable opinion, (based upon the affidavit as  set  forth
above)   to complete the Improvements, or be less  than  the
total  Construction  Costs not  yet  paid  for  or  not  yet
incurred  (including interest accruing for the remainder  of
the  term  or extensions thereof, if any), the Lessee  shall
immediately  deposit  with  the Lessor  or  with  Title,  as
additional  Lessee  Equity funds, an amount  equal  to  such
deficiency and such additional Lessee Equity funds shall  be
disbursed  by  CLTIC-CDD prior to the  Disbursement  of  any
further advance or advances under this Agreement.

4.  NO  DEFAULT - No event of default, which remains uncured
after the expiration of applicable cure periods, shall exist
under this Agreement or the Development Financing Documents.

5.  REPRESENTATIONS AND WARRANTIES - The representations and
warranties in Article V hereof shall be true and correct  on
and as of the date of each Disbursement.

6.  COVENANTS - Lessee shall have complied with all  of  the
covenants made by it in Article VI hereof.

7.  SWORN  CONSTRUCTION STATEMENT -  Prior  to  the  initial
disbursement  hereunder, the Lessee shall have submitted  to
Lessor  and  Title  a  Construction Cost  Statement  or  the
Construction  Contract  (if such  information  is  contained
therein)  sworn to by Lessee and Contractors reflecting  all
major  Sub-Contractors  or materialmen  who  shall  then  be
engaged  in furnishing labor, materials or supplies for  the
Improvements.   The list should show the name  of  each  and
every  Contractor,  Sub-Contractor and  materialman  (or  at
least  such  entities or individuals whose  contract  is  in
excess of $5,000), its address and an estimate of the dollar
value  of  the  work,  labor and materials  to  be  done  or
supplied  and a general statement of the nature of the  work
to  be  done or materials to be supplied by each Contractor.
Thereafter, if such list should change or new subcontractors
shall execute contracts not reflected on the above list, the
Lessee  shall  furnish  to  the  Lessor  any  amendments  or
additions to the original statement as so submitted.

8.  APPLICATION FOR PAYMENT - Lessor shall have received  an
Application for Payment pursuant to Article VIII hereof.

9.  TITLE  - Title shall issue its endorsement to the  title
policy insuring the Lessor as fee owner under the policy  in
the  aggregate  amounts of all prior Disbursements  and  the
requested Disbursement.

10.WORK  IN  PLACE  -  All work or  materials  for  which  a
Disbursement is requested shall be in place and incorporated
into the Improvements.

                          ARTICLE VIII
   METHODS OF DISBURSEMENTS OF DEVELOPMENT FINANCING PROCEEDS

The Development Financing shall be disbursed (a "Disbursement")
as follows:

1. PROCEDURE - Not more often than monthly, Lessee may submit
an  Application for Payment in the form attached  hereto  as
Exhibit  "C"  requesting the Disbursement of proceeds  under
the  Development Financing, which request shall be submitted
to  Lessor and to CLTIC-CDD at least five (5) business  days
prior  to  the  date on which a Disbursement  is  requested.
Provided   the  conditions  of  this  Development  Financing
Agreement  are  met on the date requested for such  advance,
Lessor  shall advance to CLTIC-CDD amounts certified  to  be
currently   payable  by  Lessee  (excluding  the   retainage
hereinafter  specified)  for the then  incurred  portion  of
Total  Construction  Costs pursuant to the  Application  for
Payment.   All costs shall have been approved in writing  by
the  Project Architect, Lessee, Contractor, and if  required
by  Lessor,  by  the  Inspecting  Architect.   All  interest
accruing  need  not be disbursed to CLTIC-CDD,  but  may  be
immediately  and  automatically credited by  Lessor  to  the
Development Financing account.  CLTIC-CDD shall disburse all
funds  advanced to it by Lessor in accordance with the terms
and  provisions  of  this Agreement and any  special  escrow
requirements  imposed by CLTIC-CDD as  a  condition  to  its
acting  as  the  disbursing agent hereunder.  The  disbursed
proceeds  of  the Development Financing shall bear  interest
from and including the date of disbursement to CLTIC-CDD  or
the  date  of  credit by Lessor provided that in  the  event
CLTIC-CDD  shall fail to disburse any advances  within  five
(5)  business days after the date set for an advance, CLTIC-
CDD shall return said advance to Lessor and interest on such
advance  shall abate from and after the date of such return.
Any amounts disbursed to CLTIC-CDD and returned by CLTIC-CDD
to  the Lessor shall not be deemed to be advanced under  the
Development  Financing  Documents.   Each  Application   for
Payment  shall clearly set forth the amounts due  to  Lessee
and  to  each  Contractor out of the  requested  Development
Financing and shall be accompanied by the following:

      a.                   A Draw Request Certificate in the
form  attached  hereto as Exhibit "D" certifying  that  each
contractor or materialman for which payment is requested  in
the  relevant  Application  for Payment  has  satisfactorily
completed  the  work  or furnished the materials  for  which
payment  is  requested  in accordance  with  the  applicable
contract; that all work for which an Application for Payment
is made substantially conforms to the Contract Documents and
any  approved changes, and is in place; and that  sufficient
funds   remain  of  the  undisbursed  Development  Financing
proceeds  to  complete  the  Project  and  that  all   funds
previously  disbursed have been applied as per the  previous
Application for Payment.

      b.                    Waivers of Mechanics' Liens  and
Materialmen's Liens executed by all Contractors for all work
done and all materials furnished to the Leased Premises  and
included  in  such  current  Application  for  Payment,   or
evidence  reasonably required by Title to  insure  over  the
same by special specific endorsement, or such other releases
of  lien  pursuant to bonding or otherwise to  prevent  such
liens from attaching to the Leased Premises.

      c.                    Waivers of Mechanics' Liens  and
Materialmen's  Liens  executed by  all  Sub-Contractors  and
workmen  and materialmen for all work done and all materials
furnished  to  the  Leased  Premises  and  included  in  the
immediately  preceding Application for Payment, or  evidence
reasonably  required by Title to insure  over  the  same  by
special specific endorsement, or such other releases or lien
pursuant to bonding or otherwise to prevent such liens  from
attaching to the Leased Premises.

      d.                    Such  other supporting evidence,
including  invoices  and receipts as  may  be  requested  by
Lessor  or CLTIC-CDD to substantiate all payments which  are
to  be  made out of the Disbursement or to substantiate  all
payments then made in respect to the Project.

2.  INTEREST  ADVANCE  -  If interest  has  accrued  on  the
Development Financing and is unpaid or fees are  payable  to
the  Lessor  hereunder,  Lessor shall  be,  and  hereby  is,
authorized  at  any  time  to advance  to  itself  from  the
proceeds  of the Development Financing the total  amount  of
such   accrued  interest  and  fees,  whether  or   not   an
Application for Payment has been submitted by the Lessee and
the same shall be deemed to be an advance of the proceeds of
the  Development Financing under this Agreement in the  same
manner  and  with the same effect as if advanced  under  the
provisions above.  It is understood Lessor may establish  an
automatic interest reserve whereby Lessor may withdraw  from
the  Development  Financing account on a regular  basis  the
accrued interest on the Development Financing and credit the
Development Financing balance with the same.

3. ASSESSMENT AND TAX ADVANCE - As taxes and assessments become
due  on the Leased Premises, Lessor shall be, and hereby is,
authorized  to  advance  to itself  automatically  from  the
proceeds  of the Development Financing, the total amount  of
such  taxes and assessments and the same shall be deemed  to
be  an  advance of the proceeds of the Development Financing
under  this Agreement in the same manner and with  the  same
effect  as  if advances under the provisions above,  if  not
previously  paid before due pursuant to Lessee's obligations
under the Lease.

4.  DISBURSE UNDER DEVELOPMENT FINANCING DOCUMENT - All sums
advanced  and  disbursed hereunder shall be disbursed  under
and shall be secured by the Development Financing Documents.

5. PAYMENTS TO SUBCONTRACTORS - In its reasonable discretion
CLTIC-CDD may make payments directly to any subcontractor or
materialman.

6. RETAINAGE - Each Disbursement shall be limited to an amount
equal  to  ninety percent (90%) of the value,  exclusive  of
Contractor's profit and overhead, of the materials and labor
furnished  to  the Leased Premises and the  balance  (herein
called  the Retainage) shall be retained by Lessor, provided
that thirty (30) days after completion by each subcontractor
or  materialman of his subcontract Lessor will  disburse  to
such party, or to the Contractor on behalf of such party the
Retainage  withheld  from said party,  provided  that  as  a
condition  to  such  disbursement  the  Lessee  and  Project
Architect  and  the Inspecting Architect  shall  certify  to
Lessor the date that such Party's subcontract has been fully
and  satisfactorily  completed  and  the  subcontractor   or
materialmen  shall  have  supplied Title  with  satisfactory
final lien waivers, including final lien waivers for any  of
its  submaterialmen or sub- contractors and the requirements
of  any  bonding company issuing the Bonds shall  have  been
fulfilled.   Any  Retainage  due  the  Contractor  for  work
performed or materials furnished by the Contractor  and  the
final  balance of Contractor's profit and overhead shall  be
disbursed on the Final Disbursement Date pursuant to Article
IX  hereof.   Contractor's  profit  and  overhead  shall  be
disbursed based upon and in proportion to the percentage  of
completion  of  the  Project, or amounts payable  under  the
Construction Contract for work actually performed, whichever
is less, as certified by the Project Architect.

                           ARTICLE IX
              FINAL DEVELOPMENT FINANCING BALANCE

Unless and until Lessor and Lessee have entered into a mutually
satisfactory  escrow holdback and undertaking agreement  to,
inter  alia, complete the Improvements and otherwise satisfy
the  requirements of this Article IX, at no time and  in  no
event  shall Lessor be obligated to disburse the balance  of
the  proceeds  of the Development Financing,  including  any
Retainage  until the date the following have been  satisfied
(the "Final Disbursement Date"):

1. Lessor shall have received reasonably satisfactory evidence
of  the  final completion of the Improvements in substantial
accordance  with the Contract Documents and the  Certificate
of  Final Completion from the Project Architect accepted  by
the Contractor and Lessee.

2.  Lessor shall have received satisfactory as-built surveys
reflecting the final location of the Improvements  as  fully
completed  on  the  Leased Premises in accordance  with  the
Contract  Documents,  said  survey  to  be  prepared  by   a
registered or licensed surveyor bearing his registry number,
certifying  to  Lessor as to the legal  description  of  the
Leased Premises and showing all Improvements located on  the
Leased  Premises and indicating the street  address  of  the
Improvements,  absence of any encroachments  on  the  Leased
Premises  or  from the Leased Premises onto  adjacent  land,
showing  all access points, and showing conformance  to  all
set  back requirements and delineating all utility easements
that  are specifically legally described, rights of way  and
other  matters affecting the Leased Premises, and certifying
as to the total acreage of the land, the exterior dimensions
of  the  Improvements, and the number of parking spaces,  if
any,  and  such  other  matters  as  Lessor  may  reasonably
request.

3.  Lessor shall have received a requisite affidavit of  the
Lessee,  Contractor and Project Architect, and  approved  by
the Inspecting Architect certifying as to the final cost  of
the Improvements.

4. Title shall have been furnished with such final lien waivers
sufficient in the opinion of Title to dissolve any  possible
Mechanic's  and Materialman's Liens affecting title  to  the
Leased  Premises  or Lessee shall have provided  a  bond  or
other   security  sufficient  to  remove  the  lien  as   an
encumbrance  upon  title to the Leased  Premises  and  Title
shall  have  issued  its endorsements to  the  title  policy
increasing  the insured coverage to the full amount  of  all
sums disbursed under this Development Financing Agreement.

5. Lessor shall have received evidence that all of the terms,
provisions  and conditions on the part of the Lessee  to  be
performed or caused to be performed hereunder and under  the
Lease,  including  but  not limited  to  obtaining  casualty
insurance  for the full insurable value of the Improvements,
have been fulfilled to the satisfaction of Lessor.

6. Lessor shall have received a Final Certificate of Occupancy
issued  by  the appropriate governmental authority  covering
the Improvements and a Certificate of Substantial Completion
from  the Project Architect indicating that the Improvements
as   built  comply  with  all  building  codes  and   zoning
ordinances,  including any plat requirements or requirements
of  recorded operating covenants or agreements affecting the
Leased Premises.

7. All remaining uncompleted "punch list" items shall have been
satisfactorily completed.

8.  The requirements of all bonding companies, if any,  with
respect to release of retainage shall have been met.

9. An amendment to the Lease shall be executed by Lessee and
Lessor setting forth the date the first Lease Year shall end
and  the  Rent for the balance of the first Lease Year,  and
evidencing   the  satisfaction  and  termination   of   this
Agreement.


          
                           ARTICLE X
                       EVENTS OF DEFAULT

An  "event  of  default" shall be deemed  to  have  occurred
hereunder and under the Lease, if:

1. DEFAULT UNDER DEVELOPMENT FINANCING DOCUMENTS - Any default
or  event of default occurs (which remains uncured after the
expiration of any applicable cure period as may be set forth
in  any  Development Financing Document) under  any  of  the
Development Financing Documents as defined therein; or

2. FAILURE TO COMPLETE CONSTRUCTION - Lessee shall fail for any
reason,  except  Lessor's  wrongful  refusal  to  fund   the
Development  Financing  pursuant to  the  terms  hereof,  to
substantially complete the construction of the  Improvements
by the Completion Date; or

3. BREACH OF AGREEMENT - Lessee breaches or fails to perform,
observe or meet any covenant or condition of this Agreement,
provided,  however,  with respect to  non-monetary  defaults
hereunder,  Lessee shall have twenty days after notice  from
Lessor to cure such non-monetary default, or if such default
(but  for  the  payment of monies) cannot  be  cured  within
twenty days, such longer time as may be reasonably necessary
to  effect a cure if Lessee is diligently pursuing a  course
of conduct reasonably designed to cure the default.; or

4.  BREACH OF WARRANTY - Any warranties made or agreed to be
made  in any of the Development Financing Documents or  this
Agreement shall be breached by Lessee or shall prove  to  be
false or misleading, and the same shall not be cured or made
to  be  true and correct within the applicable cure periods;
or

5. FILING OF LIENS AGAINST THE LEASED PREMISES - Any lien for
labor,  material, taxes or otherwise shall be filed  against
the  Leased  Premises and such lien shall  not  be  promptly
paid, released, contested in an appropriate forum, or bonded
over  to  Lessor's reasonable satisfaction before  the  lien
shall  materially adversely affect Lessor's interest in  the
Premises; or

6. LITIGATION AGAINST LESSEE - Any suit shall be filed against
Lessee,  and is not resolved within 120 days and,  which  if
adversely determined, could substantially impair the ability
of  Lessee  to perform each and every one of its obligations
under  and by virtue of the Development Financing Documents;
or

7.  LEVY UPON THE LEASED PREMISES - A levy be made under any
process  on the Leased Premises and such levy shall  not  be
promptly Bonded over prior to the execution of such levy; or

8. TRANSFER OF LEASED PREMISES - Lessee shall without the prior
written  consent of Lessor, voluntarily or by  operation  of
law,  sell, transfer, convey or encumber all or any part  of
its  interest  in  the Leased Premises  or  in  any  of  the
personalty located thereon, or used or intended to  be  used
in connection therewith; or

9.  ABANDONMENT - Lessee abandons the project or  delays  or
ceases work thereon for a period of fifteen consecutive (l5)
days,  or delays construction or suffers construction to  be
delayed for any period of time for any reason whatsoever  so
that  completion  of Improvements cannot be accomplished  in
the  judgment  of  Lessor on or before the Completion  Date,
subject to force majeure; or

10.BANKRUPTCY - Lessee shall make an assignment for the benefit
of  its creditors or shall admit in writing its inability to
pay its debts as they become due or shall file a petition in
bankruptcy  or shall be adjudicated a bankrupt or  insolvent
or   shall  file  a  petition  seeking  any  reorganization,
dissolution,    liquidation,    arrangement,    composition,
readjustment, or similar relief under any present or  future
bankruptcy  or  insolvency statute, law  or  regulation,  or
shall  file  an  answer admitting to or not  contesting  the
material allegations of a petition filed against it  in  any
such  proceedings, or shall not have the same  dismissed  or
vacated,  or  shall  seek or consent  or  acquiesce  in  the
appointment  of  any trustee, receiver or  liquidator  of  a
material  part  of its properties, or shall  not  after  the
appointment without the consent or acquiescence of it  of  a
trustee, receiver, or liquidator of any material part of its
properties  have  such receiver, liquidator  or  appointment
vacated; or

11.EXECUTION LEVY - Execution shall have been levied against
the  Leased Premises or any lien creditors commence suit  to
enforce a judgment lien against the Leased Premises or  such
action  or  suit shall have been brought and  shall  not  be
immediately bonded over and shall continue unstayed  and  in
effect for a period of more than 120 consecutive days; or

12.ATTACHMENT - Any part of the Lessor's commitment to make the
advances hereunder shall at any time be subject or liable to
attachment or levy at the suit of any creditor of the Lessee
or  at  the  suit  of any subcontractor or creditor  of  the
Contractor  and  shall remain unstayed  prior  to  the  time
Lessor shall be obligated to comply with the same.


                           ARTICLE XI
                       REMEDIES OF LESSOR

Lessee hereby agrees that the occurrence of any one or more of
the  events  of  default set out in Article X hereof,  shall
also  constitute  an  event of default  under  each  of  the
Development  Financing documents, thereby entitling  Lessor,
after  the expiration of any applicable cure period, at  its
option,  to proceed to exercise any or all of the  following
remedies:

1.  EXERCISE  OF REMEDIES - To exercise any of  the  various
remedies  provided  in  any  of  the  Development  Financing
Documents,  including the acceleration of the Put  described
in Articles XIV hereof;
           
2.  CUMULATIVE RIGHTS - Cumulatively to exercise  all  other
rights, options and privileges provided by law;

3. CEASE MAKING ADVANCES - To refrain from making any advances
under this Agreement but Lessor may make advances after  the
happening  of  any  such event without thereby  waiving  the
right  to refrain from making other further advances  or  to
exercise any of the other rights Lessor may have.

4.  RIGHTS TO ENTER - To require Lessee to vacate the Leased
Premises and permit Lessor (whether prior to the exercise of
the  Put  or during any period prior to the closing  of  the
sale pursuant to the Put;

   (a)  To enter into possession;

       (b)                   To  perform  or  cause  to   be
performed  any and all work and labor necessary to  complete
the   Improvements  in  accordance  with   the   Plans   and
Specifications;

       (c) To employ security watchmen to protect the  Leased
Premises; and

      (d)                   To disburse that portion of  the
Development  Financing  Proceeds  not  previously  disbursed
(including  any  Retainage)  to  the  extent  necessary   to
complete  the construction of the Improvements in accordance
with the Contract Documents and if the completion requires a
larger  sum  than the remaining undisbursed portion  of  the
Development  Financing, to disburse such  additional  funds,
all of which funds so disbursed by Lessor shall be deemed to
have  been  disbursed to Lessee.  For this  purpose,  Lessee
hereby consents  upon an uncured default by Lessee after the
expiration of any applicable notice and cure period, to  the
Lessor  taking  the following actions, or not,  in  Lessor's
reasonable discretion: to complete the construction  of  the
Improvements in the name of the Lessee, and hereby  empowers
Lessor to take all actions necessary in connection therewith
including  but  not  limited to using any  funds  of  Lessee
including  any balance which may be held in escrow  and  any
funds  which may remain unadvanced hereunder for the purpose
of  completing the said portion of the Improvements  in  the
manner  called for by the Contract Documents; to  make  such
additions  and  changes  and  corrections  in  the  Contract
Documents which shall be necessary or desirable to  complete
the  said  portion of the Improvements in substantially  the
manner  contemplated  by the Contract Documents;  to  employ
such  contractors, subcontractors, agents,  architects,  and
inspectors as shall be required for said purposes;  to  pay,
settle or compromise all existing or future bills and claims
which  are or may be liens against said Leased Premises,  or
may be necessary or desirable for the completion of the said
portion of the Improvements or the clearance of title to the
Leased   Premises;   to   execute   all   applications   and
certificates in the name of Lessee which may be required  by
any  construction contract and to do any and every act  with
respect  to  the  construction of the said  portion  of  the
Improvements  which Lessee may do in its own behalf.  Lessor
shall  also  have power to prosecute and defend all  actions
and  proceedings in connection with the construction of  the
said portion of the Improvements and to take such action and
require   such  performance  as  it  deems  necessary.    In
accordance  therewith, Lessee hereby assigns and  quitclaims
unto  Lessor  all  sums to be advanced  hereunder  including
Retainage.   Any funds so disbursed or fees  or  charges  so
incurred shall be included in any amount necessary  for  the
Lessee to pay pursuant to the Put.

      (e)                   To  discontinue making  advances
hereunder   to   the   Lessee  and  to  terminate   Lessor's
obligations under this Agreement.

5. RIGHTS NON CUMULATIVE - No right or remedy by this Agreement
or  by  any  Development  Financing Document  or  instrument
delivered by the Lessee pursuant hereto, conferred  upon  or
reserved  to  the  Lessor shall be  or  is  intended  to  be
exclusive  of any other right or remedy and each  and  every
right and remedy shall be cumulative and in addition to  any
other  right or remedy or now or hereafter arising at a  law
or  in equity or by statute.  Except as Lessor may hereafter
otherwise  agree  in writing, no waiver  by  Lessor  or  any
breach  by  or  default of Lessee of any of its obligations,
agreements,  or  covenants under  this  Agreement  shall  be
deemed  to be a waiver of any subsequent breach of the  same
or  any  other obligation, agreement or covenant, nor  shall
any  forbearance by Lessor to seek a remedy for such  breach
be  deemed a waiver of its rights and remedies with  respect
to  such a breach, nor shall Lessor be deemed to have waived
any  of its rights and remedies unless it be in writing  and
executed with the same formality as this Agreement.

6. EXPENSES - The Development Financing and this Agreement and
the performance by the Lessor or Lessee of their obligations
hereunder  shall be without cost and expense to the  Lessor,
all of which costs and expenses the Lessee agrees to pay and
hold  Lessor  harmless  of and payment  of  which  shall  be
secured    by    the   Development   Financing    Documents.
Specifically,  Lessee  agrees  to  pay  all  title  charges,
surveyor's  fees, appraisals, loan fees and attorney's  fees
and  costs  and  the like incurred in connection  with  this
Agreement.

                          ARTICLE XII
              GENERAL CONDITIONS AND MISCELLANEOUS

The  following conditions shall be applicable throughout the
term of this Agreement:

1. RIGHTS OF THIRD PARTIES - All conditions of the obligations
of  Lessor  hereunder,  including  the  obligation  to  make
disbursements  are  imposed solely and exclusively  for  the
benefit  of Lessee, and no other person shall have  standing
to  require  satisfaction of such conditions  in  accordance
with  their terms or be entitled to assume that Lessor  will
refuse  to make advances in the absence of strict compliance
with  any  or all thereof, and no other person shall,  under
any  circumstances,  be deemed to be a beneficiary  of  such
conditions,  any  and all of which may be freely  waived  in
whole  or  in  part by Lessor at any time  if  in  its  sole
discretion  it deems it desirable to do so.  In  particular,
Lessor  makes  no representations and assumes no  duties  or
obligations  as to third parties concerning the  quality  of
the   construction  of  the  Improvements  or  the   absence
therefrom of defects.  In this connection, Lessee agrees  to
and  shall  indemnify Lessor from any liability,  claims  or
losses  resulting from the disbursement of  the  Development
Financing  proceeds  or  from the condition  of  the  Leased
Premises  whether related to the quality of construction  or
otherwise  and whether arising during or after the  term  of
the  Development  Financing made  by  Lessor  to  Lessee  in
connection  therewith, except for Lessor's gross  negligence
or  willful  misconduct.  This provision shall  survive  the
termination  of  this Agreement and shall continue  in  full
force  and  effect so long as the possibility  of  any  such
liability, claims or losses exists.

2. EVIDENCE OF SATISFACTION OF CONDITIONS - Any condition of
this Agreement which requires the submission of evidence  of
the existence or non- existence of a specified fact or facts
implies  as a condition the existence or non- existence,  as
the case may be, of such fact or facts, and Lessor shall, at
all  times,  be  free  independently  to  establish  to  its
reasonable satisfaction such existence or non-existence.

3.  ASSIGNMENT  -  Lessee  may not assign  this  Development
Financing  Agreement  or any of its  rights  or  obligations
hereunder without the prior written consent of Lessor.

4. SUCCESSORS AND ASSIGNS - Whenever in this Agreement one of
the parties hereto is named or referred to, the heirs, legal
representatives,  successors and  assigns  of  such  parties
shall be included and all covenants and agreements contained
in  this Agreement by or on behalf of the Lessee or by or on
behalf of the Lessor shall bind and inure to the benefit  of
their  respective  heirs, legal representatives,  successors
and assigns, whether so expressed or not.

5.  HEADINGS - The headings of the sections, paragraphs  and
subdivisions  of this Agreement are for the  convenience  of
reference  only, and are not to be considered a part  hereof
and  shall  not limit or otherwise affect any of  the  terms
hereof.

6. INVALID PROVISIONS TO AFFECT NO OTHERS - If fulfillment of
any provision hereof, or any transaction related thereto  at
the  time  performance of any such provision shall  be  due,
shall  involve transcending the limit of validity prescribed
by  law,  then, ipso facto, the obligation to  be  fulfilled
shall  be  reduced to the limit of such validity;  and  such
clause  or  provision shall be deemed invalid as though  not
herein contained, and the remainder of this Agreement  shall
remain operative in full force and effect.

7. NUMBER AND GENDER - Whenever the singular or plural number,
masculine  or feminine or neuter gender is used  herein,  it
shall equally include the other.

8. AMENDMENTS - Neither this Agreement 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.

9. NOTICES - Any notice which any party hereto may desire or
may  be required to give to any of the parties shall  be  in
writing  and  the  mailing thereof  by  certified  mail,  or
equivalent, to the respective parties' addresses  set  forth
hereinabove or to such other place such party may by  notice
in writing designate as its address shall constitute service
of notice hereunder.

10.GOVERNING LAW - This Development Financing Agreement is made
and  executed pursuant to and is intended to be governed  by
the laws of the State where the Leased Premises are located.

11. FORCE MAJEURE - Anything in this Agreement to the contrary
notwithstanding, Lessee shall not be deemed in default  with
respect  to the performance of any of the terms, provisions,
covenants, and conditions of this Agreement (except for  the
payment  of  all other monetary sums payable  hereunder,  to
which  the  provisions of this Section shall not apply),  if
the  same  shall  be  due  to  any  strike,  lockout,  civil
commotion,    warlike   operations,   invasion,   rebellion,
hostilities, sabotage, governmental regulations or controls,
impracticability of obtaining any materials or labor (except
due to the payment of monies), shortage or unavailability of
a source of energy or utility service, Act of God, casualty,
adverse   weather  conditions,  or  any  cause  beyond   the
reasonable  control of Lessee (except due to the payment  of
monies).    Provided,  however,  in  order  to  invoke   the
extension  of the Completion Date afforded by this  section,
Lessee  shall notify Lessor in writing within five  days  of
the  occurrence of such force majeure, and in any event  the
Completion  Date  shall be extended  as  a  result  of  such
occurrence no more than reasonably necessary and in no event
no more than 90 days.

                          ARTICLE XIII
  DAMAGE, DESTRUCTION, CONDEMNATION, USE OF INSURANCE PROCEEDS

   1.  DAMAGE OR DESTRUCTION OF THE LEASED PREMISES.  Lessee
will  give  the  Lessor prompt notice of any  damage  to  or
destruction  of  the Leased Premises and  in  case  of  loss
covered by policies of insurance the Lessor (whether  before
or  after  the exercise of the Put if Lessee be  in  default
hereof)  is  hereby authorized at its option to  settle  and
adjust  any  claim arising out of such policies and  collect
and  receipt  for the proceeds payable therefrom,  provided,
that the Lessee may itself adjust and collect for any losses
arising out of a single occurrence aggregating not in excess
of  $50,000.00.  Any expense incurred by the Lessor  in  the
adjustment  and collection of insurance proceeds  (including
the  cost of any independent appraisal of the loss or damage
on behalf of Lessor) shall be reimbursed to the Lessor first
out of any proceeds.  The proceeds or any part thereof shall
be applied to reduction of the Put Price, which Put may then
be  exercised  by  Lessor, without the  application  of  any
prepayment premium, or to the restoration or repair  of  the
Leased  Premises, the choice of application to be solely  at
the discretion of Lessor.

   2.  CONDEMNATION.  Lessee will give the Lessor prompt notice
of  any  action,  actual or threatened, in  condemnation  or
eminent  domain  affecting the Leased  Premises  and  hereby
assigns,  transfers, and sets over to the Lessor the  entire
proceeds  of any award or claim for damages for all  or  any
part of the Leased Premises taken or damaged under the power
of  eminent domain or condemnation, the Lessor being  hereby
authorized  to intervene in any such action and  to  collect
and  receive from the condemning authorities and give proper
receipts  and acquittances for such proceeds.   Lessee  will
not  enter into any agreements with the condemning authority
permitting  or  consenting  to  the  taking  of  the  Leased
Premises unless prior written consent of Lessor is obtained.
Any  expenses incurred by the Lessor in intervening in  such
action  or  collecting such proceeds shall be reimbursed  to
the  Lessor first out of the proceeds.  The proceeds or  any
part thereof shall be applied to reduction of the Put Price,
which  Put  may  then  be exercised by Lessor,  without  the
application of any prepayment premium, or to the restoration
or  repair of the Leased Premises, the choice of application
to be solely at the discretion of Lessor.

    3.  DISBURSEMENT OF INSURANCE AND CONDEMNATION PROCEEDS.
Any   restoration  or  repair  shall  be  done   under   the
supervision  of  an  architect  acceptable  to  Lessor   and
pursuant to plans and specifications approved by the Lessor.
Subject  to paragraph 4 below, in any case where Lessor  may
elect  to  apply  the proceeds to repair or  restoration  or
permit  the  Lessee to so apply the proceeds they  shall  be
held  by Lessor for such purposes and will from time to time
be   disbursed  by  Lessor  to  defray  the  costs  of  such
restoration or repair under such safeguards and controls  as
Lessor  may  reasonably  require  to  assure  completion  in
accordance  with  the approved plans and specifications  and
free  of  liens  or claims.  Lessee shall on demand  deposit
with  Lessor  any  sums necessary to make  up  any  deficits
between  the  actual cost of the work and the  proceeds  and
provide such lien waivers and completion bonds as Lessor may
reasonably  require.   Any surplus which  may  remain  after
payment  of  all  costs of restoration or  repair  shall  be
applied  against  the rent then most remotely  to  be  paid,
whether  due  or not, without application of any  prepayment
premium or credit.

    4.  LESSOR TO MAKE PROCEEDS AVAILABLE.  In the event  of
insured  damage  to the improvements or in the  event  of  a
taking by condemnation of only a portion of the improvements
or  land  area  of  the Leased Premises, and  provided,  the
portion remaining can with restoration or repair continue to
be  operated for the purposes utilized immediately prior  to
such  damage  or taking, and if the appraised value  of  the
Leased  Premises after such restoration or repair shall  not
have been reduced, and provided further, no event of default
exists  under  this  Agreement after the expiration  of  any
applicable cure periods and Lessee is diligently pursuing  a
course  of conduct reasonably designed to cure such default,
and the Lessee certified to Lessor their intention to remain
in  possession of the Leased Premises without any  abatement
or  adjustment of rental payments, the Lessor agrees to make
the  proceeds available to the restoration or repair of  the
improvements on the Leased Premises in accordance  with  the
provisions of paragraph 3 hereof.

                          ARTICLE XIV
                   MANDATORY PUT UPON DEFAULT

    Should  Lessee  commit an event of  Default  under  this
Agreement  or any Development Financing Document (after  the
expiration  of  any  applicable  notice  and  cure   period)
("Uncured Default"), Lessor shall have the following rights:

    Upon  an  Uncured Default, or damage or  destruction  or
condemnation  of  the  Leased  Premises  not  addressed   by
paragraph  XIII  (4),  if  Lessor  elects  to  exercise  the
following option, Lessee shall purchase the Leased  Premises
from Lessor subject to the following terms and conditions:

                            A.  The purchase price at  which
     Lessor shall sell the Leased Premises to Lessee,  shall
     be   the  total  amount  of  Initial  Disbursed   Funds
     disbursed  by Lessor to acquire the Leased Premises  at
     the  Closing Date (as defined in the Commitment),  plus
     the  total amount of funds disbursed pursuant  to  this
     Agreement,  plus  all  accrued  interest  and  incurred
     expenses of Lessor fundable pursuant to this Agreement,
     plus all reasonable costs of collection and enforcement
     of the terms hereof.

                            B.  At such time as Lessor shall
     elect  to  sell the Leased Premises, Lessor shall  give
     Lessee  written  notice of its intent to  exercise  its
     option to sell the Leased Premises to Lessee, including
     in  such  notice Lessor's calculation of  the  Purchase
     Price  through the actual closing of the  sale  of  the
     Leased  Premises to Lessee pursuant to the terms hereof
     (the  "Sale Date"), which shall be sixty days from such
     notice  by Lessor.  Lessee shall on or before the  Sale
     Date  deliver  the  purchase  price  as  set  forth  in
     subparagraph (A) of this Article to Lessor.  Upon  such
     delivery,  which  shall be preceded by  ten  (10)  days
     notice  to  Lessor, Lessor shall deliver  to  Lessee  a
     warranty  deed  and  appropriate affidavits  evidencing
     that  Lessor  transfers the Leased Premises  to  Lessee
     subject    to   restrictions,   easements   or    other
     encumbrances  upon title existing as  of  the  date  of
     delivery, if any, except to the extent, if any,  placed
     of  record or caused by Lessor.  The purchase price  to
     be  paid to Lessor shall be a net amount.  All expenses
     in connection with the transfer of the Leased Premises,
     including,  but  not limited to appraisal  fees,  title
     insurance,   recording   fees,   documentary    stamps,
     conveyance  tax, title evidence, and all other  closing
     costs, shall be paid by the Lessee.  The purchase price
     shall  be paid by Lessee in cash to Lessor concurrently
     with  the  conveyance  of the Leased  Premises  by  the
     Lessor  to  the Lessee.  If Lessor elects to  sell  the
     Leased Premises to Lessee pursuant to the terms hereof,
     the Leased Premises shall be conveyed by the Lessor  to
     the Lessee "As Is".

   If Lessee shall fail to pay the Purchase Price on or before
the  Sale Date, Lessor may terminate the Lease, and sell the
Leased  Premises to any third party purchaser.   Lessor  may
then send Lessee notice of the shortfall (the "Deficiency"),
if  any, between the amount of the net proceeds received  by
Lessor  in  such  sale,  and the  total  amount  of  Initial
Disbursed Funds disbursed by Lessor to acquire the Parcel at
the  Closing Date (as defined in the Commitment),  plus  the
total  amount of funds disbursed pursuant to this Agreement,
plus  all  accrued interest and incurred expenses of  Lessor
fundable  pursuant  to this Agreement, plus  all  reasonable
costs  of  collection and enforcement of the  terms  hereof.
Lessee  shall  immediately upon receipt of  such  notice  of
Deficiency remit the amount of the Deficiency in good  funds
to Lessor.

   Lessor's rights under this Mandatory Put shall expire on the
Final Disbursement Date when the amendment to the Lease  has
been  executed  by all parties as set forth  in  Article  IX
hereof.

                           ARTICLE XV
          RENT, INTEREST, AND RENTAL MODIFICATION DATE

1. Rent shall be payable by Lessee and calculated as follows,
on  the funds advanced by Lessor on the Closing Date for the
purchase of the land and related closing costs (the "Initial
Disbursed  Funds"):  Rent  shall accrue  in  the  amount  of
$3,329.17  per  month absent an uncured Default  by  Lessee;
absent an uncured Default, accrued rent during the period of
construction  of  the  Improvements  prior  to  the   Rental
Modification  Date  shall  not be payable  until  the  Final
Disbursement  Date.    Upon  the occurrence  of  an  uncured
Default,  all  accrued  rent shall be  immediately  due  and
payable.

   On the Rental Modification Date, if not otherwise in default
hereunder,  Lessee shall begin paying Rent by the  first  of
each month (prorata for the balance of any partial month  in
which the Rental Modification Date occurs, payable with  the
first  such  adjusted Rent payable on the first day  of  the
first full month following the Rental Modification Date)  in
the  amount of  $ 4,014.58 per month out of pocket.  On  the
Final  Disbursement  Date, absent an Uncured  Default,  Rent
shall  be  adjusted  and documented by the  lease  amendment
contemplated  in  Article IX hereof and paid  to  Lessor  as
described in Article F. of the Commitment.
     
   2.   Disbursed proceeds of the Development Financing shall
accrue  interest  at  a rate of Eight and  one-half  percent
(8.5%)  per annum, which interest shall accrue unpaid unless
advanced  by  Lessor  to  itself, or  Lessee  shall  default
hereunder,  which  default shall remain  uncured  after  the
expiration  of  any  applicable  notice  and  cure   period.
However,  one  hundred and twenty days (120) from  the  date
hereof, (the "Rental Modification Date"), Lessee shall begin
making monthly payments of subsequently accruing interest at
the  rate of 10.25% per annum out of pocket ("Out of  Pocket
Invoiced Interest") within 5 days after invoice from Lessor.

    3.    Upon  the occurrence of an event of default  which
remains  uncured  after the expiration of applicable  notice
and  cure  periods,  disbursed proceeds of  the  Development
Financing shall accrue interest at a rate of Fifteen Percent
(15.0%)  per  annum,  or the highest rate  allowed  by  law,
whichever  is  less,  and the rental  rate  on  the  Initial
Disbursed  funds  shall increase to Fifteen Percent  (15.0%)
per  annum,  or  the  highest rental rate  allowed  by  law,
whichever is less.

                          ARTICLE XVI
                     COUNTERPART EXECUTION

   Counterpart Execution.  This Agreement may be executed in
multiple  counterparts, each of which  shall  be  deemed  an
original and all of which shall constitute one and the  same
instrument.

   IN WITNESS WHEREOF, Lessee and Lessor have hereunto caused
these  presents  to  be  executed on the  date  first  above
written.

                               Tumbleweed, LLC,  a  Kentucky
     Limited Liability Company

        By: /s/ James Mulrooney
        Its: Exec VP & CFO

        By:
        Its:

   [Lessor's Signature appears on following page.]
   AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

        By: AEI Fund Management XXI, Inc.

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










              EXHIBIT A -LEGAL DESCRIPTION


A tract of land located in the Southeast Quarter of Section 15,
Township 31 North, Range 12 East, in Allen County, the State
of Indiana, more fully described as follows:

COMMENCING at an iron pipe situated in the Northeast corner of
Lot  Number 86 in Ludwig Park Addition as recorded in  Allen
County  Plat  Book 23, page 49; thence South 02  degrees  05
minutes  14  seconds  East (assumed basis  of  bearings),  a
distance  of  187.33 feet along the East line  of  said  Lot
Number  86  to  a  rebar  stake with  cap  (Tazian)  in  the
Southeast corner thereof; thence North 88 degrees 54 minutes
40  seconds  East, a distance of 4.44 feet along  the  South
line  of  said  Ludwig Park to rebar stake in the  Northwest
corner  of Lot Number 14 in Rodenbecks' 5th Addition; thence
South  01 degrees 43 minutes 38 seconds East, a distance  of
306.89 feet along the West line of said Rodenbeck's Addition
to  a rebar stake with cap (D.A. Brown RLS #S0337), the True
Point  of  Beginning; thence south 01 degrees 43 minutes  38
seconds East, a distance of 218.58 feet along said West line
to  a  rebar stake with cap (D.A. Brown RLS #S0337);  thence
South  80 degrees 54 minutes 08 seconds West, a distance  of
269.90  feet  to  a  rebar stake with cap  (D.A.  Brown  RLS
#S0337); thence North 09 degrees 05 minutes 52 seconds  West
a  distance of 216.78 feet along the East right-of-way  line
of  State Road #3 to a rebar stake with cap (D.A. Brown  RLS
#S0337); thence North 80 degrees 54 minutes 08 seconds East,
a  distance  of 297.94 feet to the Point of Beginning;  said
tract containing 1.41 acres, more or less.

                             END OF EXHIBIT A




                             Exhibit B

                             TUMBLEWEED, LLC
                              FT. WAYNE, IN
                           PROJECT COST BUDGET

                             October 15, 1998


LAND AND HARD COSTS:

Land Acquisition Cost                                $ 460,000.00
Building/General Construction                          565,816.00
Owner Vendors:
Landscaping                                             15,000.00
Dimmer Panesl                                            4,375.00
Wains Coating/Trim                                      12,500.00
Electrical Panels                                        7,500.00
Air Balance                                              1,995.00
Lighting                                                10,800.00
HVAC                                                    21,690.00
Joists                                                  13,900.00
Construction Contingency-10.0%                          65,000.00


SOFT COSTS:

Survey                                                   3,000.00
Appraisal                                                4,000.00
Phase I Environmental                                    2,900.00
TAP Fees                                                 6,750.00
Design Fee-Architect                                     2,500.00
Architect/Engineering                                   28,000.00
Title Insurance & Closing Costs (Construction and S/L)  10,000.00
Development Interest                                    20,600.00
Attorney's Fees-Borrower (ConstructionSale/Leaseback)    2,500.00
Attorney's Fees - AEI (Construction/Sale/Leaseback)     10,000.00
AEI Sale/Leaseback Commitment Fee 2%                    25,500.00
AEI Credit Report Fees (Promesa)                           300.00
AEI State Qualification Fees                             1,500.00
AEI Site Inspection Fee                                  1,500.00
Tumbleweed Parcel Development Fee                        9,695.00
AEI 1% Reimbursement                                    12,750.00
Miscellaneous                                            4,929.00
                                                      ____________
TOTAL PROJECT COST
                                                    $1,325,000.00