SALE AND LEASEBACK FINANCING COMMITMENT
                         ("COMMITMENT")
                                
                                
                     FUDDRUCKER'S RESTAURANT
                       THORNTON, COLORADO


June 30, 1997


     In  reliance  upon representations made by you in  documents
you  furnished to us as described on Exhibit "A" hereto, AEI Fund
Management, Inc., or its assigns, ("AEI"), agrees to purchase and
you agree to sell and lease from AEI a Fuddrucker's restaurant to
be  located  in Thornton, Colorado, by the Seller (the "Parcel"),
which  Parcel  will be subject to the provisions  and  conditions
herein contained.
     
     
A.   SELLER

     Name:          Fuddrucker's, Inc.

     Address:  One Corporate Plaza
               55 Ferncroft Road
               Danvers, MA 01923-4001
               Phone:  (508) 774-9115

B.   LESSEE

     Name:          Fuddrucker's, Inc.

     Address:  One Corporate Plaza
               55 Ferncroft Road
               Danvers, MA 01923-4001
     Phone:    (508) 774-9115


C.   PREMISES

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

     2.   Location:  Thornton, Colorado

     3.   Land: __________ s.f.

     4.   Building:  4,800 S.f.

Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997



D.   FEES AND COSTS

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

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

          3.    Seller or 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.   Such  costs  may  be
          included, at Lessee's option, as a project cost, to  be
          included  in  the  Total Project Cost,  as  defined  in
          Article E.1, funded by AEI.

E.        PURCHASE TERMS

          1.    Purchase Price: Not to exceed $ 1,428,445.00 (may
          include  all verifiable project costs, including  those
          costs shown on Exhibit "B" attached hereto, (the "Total
          Project   Cost"),  but  not  to  exceed  approved   MAI
          appraised value  (the "Purchase Price").

          2.    Closing  Date:    If Seller  or  Lessee  has  not
          performed  under this agreement by August 1, 1997  (the
          "Closing Date"), this Commitment shall be null and void
          at  the  option  of AEI unless extended  as  agreed  to
          between  the  parties.  In the event Seller  or  Lessee
          requests an extension and said extension is approved by
          AEI  in its sole discretion, a written addendum to this
          Commitment shall be required.

          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 or affilitates of
          AEI,  provided such assignment does not relieve AEI  of
          its obligations to perform under this Commitment.

          4.    Parcel  Inspection:  As a condition precedent  to
          AEI's   obligation  hereunder,  the  Parcel  shall   be
          inspected and approved by AEI. Costs of said inspection
          would be paid by Seller as reimbursement to AEI for its
          actual costs of said inspection, to be paid at closing.
          Said  costs  shall  not  exceed  one  thousand  dollars
          ($1,000).

     5.   Management  Review and Interview:  AEI has conducted  a
          management  review  of  Lessee and  has  approved  such
          management.    As  a  condition  precedent   to   AEI's
          obligations  hereunder,  there  shall  be  no  material
          change  in  the management of Lessee as of the  Closing
          Date.
     
     6.   Seller   shall  deliver  to  AEI,  for  its   approval,
          documents to support AEI's standard credit underwriting
          requirements and financial documentation as required on
          Exhibit "D" attached hereto:


Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997




          7.   Supporting Documents:  As soon as possible, and as
          a  condition  precedent to closing on the  Parcel,  the
          supporting documentation listed below must be submitted
          to  AEI  not less than ten (10) business days prior  to
          the  Closing Date, in form and content satisfactory  to
          AEI and its counsel:

                a.    All  documentation listed  on  Exhibit  "C"
               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  for the  following  types  of
               coverage,  with  loss clauses  in  favor  of  AEI,
               complying with the guidelines set forth on Exhibit
               "E" attached hereto.

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

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

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

                     g.Appraisal of the Parcel by an  independent
               M.A.I. or other appraiser reasonably 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.

                     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


Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997




                     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 it 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.  (Zoning  compliance  letter  to  be
               ordered by 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.
               (To be ordered by 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 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 License  Agreement(s)  for
               development   of  the  Parcel  as  a   Fuddruckers
               Restaurant in the State of Colorado.

                     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 and Good Standing Certificate
               for the Seller and Lessee, together with all other
               documents  AEI  deems  necessary  to  support  the
               authority  of the persons executing any  documents
               on    behalf   of   the   corporation,   including
               encumbrancy certificates and corporate resolutions
               of the directors and shareholders.

                     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.


Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997



                    q.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.

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

F.             LEASE TERMS

               1.   Base Rent:

                    a.Initial Annual Rental Rate as Percentage of
               Purchase Price:                        10.75%
                    Rent shall be payable in advance of the first
               day of each month in equal monthly installments.

                     b.Beginning in the fourth (4th)  lease  year
               and  every third (3rd) lease year thereafter,   in
               the  7th,  10th, 13th, 16th and 19th lease  years,
               and  including any renewal terms, such annual rent
               will increase by an amount equal to the sum of the
               increase in the  prior three years' consumer price
               index  ("CPI"), such rental rate increase  not  to
               exceed   seven   and  thirty  five  one-hundredths
               percent  (7.35%).   "CPI" referred  to  herein  is
               defined as the Consumers Price Index value for all
               Urban  Consumers published by the Bureau of  Labor
               Statistics  of  the  United States  Department  of
               Labor  for  U.S.  City Average, All  Items  (1982-
               1984=100)."

               2.   Initial Lease Term: 20 years.

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

               4.   Type of Use:   Casual Dining Restaurant.

          5.        The lease between AEI and Lessee, which shall
         be  in  a substantially similar form to the lease, dated
         June  10, 1996, executed between Americana Dining  Corp.
         and  AEI  for  the Champps, Lyndhurst, OH property  (the
         "Lease"),  shall  be prepared by AEI and  acceptable  to
         AEI  and to Lessee subject to Article L. hereof and also
         include, but not be limited to, the following clauses:

          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.

          7.    The  Lease will be guaranteed by the party listed
          in Article G. below, in accordance with a Guarantee, in
          the  a  substantially similar form in  accordance  with
          that Guarantee executed between DAKA International  and
          AEI  for  the  Champps, Lyndhurst,  OH  property   (the
          "Guaranty"),  to be prepared by AEI and  acceptable  to
          AEI and to Seller subject to Article L. hereof.



Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997




G.        GUARANTOR(S) OF LEASE

          Name:     Unique Casual Restaurants, Inc.

          Address:  One Corporate Place
                    55 Ferncroft Road
                    Danvers, MA 01923-4001
          Phone:    (508) 774-9115

     During  the  term of the Lease, Guarantor(s)  shall  provide
     audited   financial  statements,  annually   and   quarterly
     statements as may be reasonably required by the Guarantee.

     Guarantor  may  be  released from the  Guaranty  upon  terms
     mutually agreed upon by both parties to this Commitment   as
     set forth in the Guaranty.

H.   DOCUMENTS

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

     1.   Net Lease Agreement.
          2.   Attorney's Opinion Letter to be given by Seller's,
          Lessee's  and Guarantor's in-house counsel  necessarily
          familiar  with  the conduct of Seller's,  Lessee's  and
          Guarantor's   business  and  due   authority   of   the
          signatories 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.

     3.   Lessee's Estoppel Letter.

     4.   Affidavit of Seller, Lessee and Guarantor.

     5.   Hazardous Substances Indemnification Agreement of
          Seller, Lessee and Guarantor.

     6.   FIRPTA Affidavit of Seller.

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

I.   FAIR CREDIT REPORTING ACT

     Seller  and  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
     and  Lessee's credit and financial position, as it may  deem
     necessary  or  expedient at Seller  and  Lessee's  cost  and
     expense.

J.   INTERPRETATION

     This   Commitment,   and  the  terms  of   the   transaction
     contemplated  to  be made in conformity herewith,  shall  be
     construed  in  accordance  with all applicable  governmental
     regulations and in accordance with the laws of the State  of
     Colorado.

K.   CERTIFICATION

     Seller and Lessee hereby certify that:



Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997



          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 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.

L.   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 or  Lessee'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 AEI's  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 material default exists in any financial
     obligation of Seller, Lessee or Guarantor which would have a
     material  adverse  effect on Seller, Lessee  or  Guarantor's
     performance  under  this Commitment; 3)  any  representation
     made  in  any  submission proves to be untrue, substantially
     false  or  misleading at any time prior to the Closing  Date
     which would have a material adverse effect on Seller, Lessee
     or  Guarantor's performance under this Commitment; 4)  there
     has   been  a  material  adverse  change  in  the  financial
     condition of Seller, Lessee or Guarantor since the  date  of
     execution of the Commitment or there shall exist a  material
     action,  suit  or  proceeding pending or threatened  against
     Seller,  Lessee  or Guarantor which would  have  a  material
     adverse  effect on Seller, Lessee or Guarantor's performance
     under  this  Commitment; 5) any bankruptcy,  reorganization,
     insolvency, withdrawal, or similar proceeding is  instituted
     by or against Seller, Lessee or Guarantor.

     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.

     AEI, Seller and Lessee acknowledge the unique nature of  the
     Parcel  and  agree  that the mutual remedies  of  any  party
     hereunder  shall be limited to the liquidated damages  equal
     to  the  amount  of  the  Commitment Fee  plus  the  outside
     counsel's fees incurred by the party in connection with this
     Commitment prior to the date of termination.


Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997




M.   INCORPORATION OF SUBMITTED WRITTEN MATERIALS AND AMENDMENTS

       This  Commitment is issued by AEI pursuant to all  written
     materials  previously submitted to AEI by Seller, Lessee  or
     Guarantor as described on Exhibit "A" hereto (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.

N.   EXPIRATION

     This  Commitment must be executed and returned by registered
     or  certified mail to AEI no later than July 7, 1997 for the
     terms herein to be effective for the Parcel.

                              AEI Fund Management, Inc. (AEI)


                                By: /s/ Robert P Johnson
                                        Robert P. Johnson
                                        President
 
STATE OF MINNESOTA  )
                    )  ss
COUNTY OF RAMSEY    )

     On this 7th day of July, 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/ Barbara J Kochevar
                                       Notary Public

               [notary seal]

This Commitment is accepted and agreed to
this 1st day of July, 1997.



Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997


FUDDRUCKERS, INC.             FUDDRUCKERS, INC.
(Seller)                      (Lessee)



By:  /s/ Donald C Moore       By:  /s/ Donald C Moore

     Its:  Sr. Vice Pres           Its:  Sr Vice Pres


STATE OF Massachusetts   )
                         )  ss
COUNTY OF Essex     )

     On this 1st day of July, 1997, before me, the undersigned, a
Notary Public in and for said State, personally appeared Donald C
Moore,  personally known to me to be the person who executed  the
within instrument as the Sr Vice Pres of Fuddruckers, Inc a Texas
corporation, on behalf of said corporation.


                         /s/ Jane Blanchette
                             Notary Public /s/ my commission expires 4-8-99


STATE OF Massachusetts   )
                         )  ss
COUNTY OF Essex     )

     On this 1st day of July, 1997, before me, the undersigned, a
Notary Public in and for said State, personally appeared Donald C
Moore,  personally known to me to be the person who executed  the
within instrument as the Sr Vice Pres of Fuddruckers Inc, a Texas
corporation, on behalf of said corporation.


                          /s/ Jane Blanchette
                              Notary Public

      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.

Fuddruckers Inc.

BY: /s/ Charles Redepenning        Dated:  July 1, 1997
Title:  (Seller)Sr. Vice Pres


Fuddruckers, Inc.
BY: /s/ Charles Redepenning        Dated:  July 1, 1997
Title:  (Lessee)Sr Vice Pres



Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997

                           EXHIBIT `A'
        DOCUMENTS PROVIDED TO AEI PRIOR TO THE COMMITMENT



1.   Demographics for the site.

2.   Site plan.

3.   Information regarding area competition.

4.   Budget





Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997


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



01.  Land Costs or Site Acquisition Costs at Seller's or 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%) 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.  Appraisal Fees paid to non-affiliates (maximum $5,000).
19.  Attorneys' Fees of Seller and Lessee.
20.  Attorneys' Fees of AEI:  As long as Seller and/or Lessee  is
     not  in  default hereunder, a fixed flat fee  of  $5,500  to
     close  the transaction, unless additional fees or costs  are
     incurred    for   extraordinary   matters   not   reasonably
     anticipated or evident from the information available to AEI
     as of the date hereof.
 21. Attached, Permanent Equipment, not including signage, not to
     exceed nine percent (9.0%) of the Purchase Price.





Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997

                           EXHIBIT "C"
               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.    Current  financial  statements  as  described  on
          Exhibit "D" attached hereto.

          2.   Site plan.

          3.   Itemized Budget of total project cost.

          4.   Site demographics.

          5.   Area competition.





Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997


                           EXHIBIT "D"
                                
              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  consolidated financial statements,  to
        include  at a minimum a balance sheet and  operating
        statement,   for  Lessee's  most  recent   reporting
        period,  year-to-date period and prior three  fiscal
        year  periods.   Said financial statements  must  be
        represented   and   warranted  by   Lessee's   Chief
        Financial  Officer, or other authorized  individual,
        using the certification language appearing below.

        II.Financial   statements  of  the  Parcel   to   be
        purchased,  to include at a minimum a balance  sheet
        and   operating  statement  for  the  Parcel's  most
        recent  reporting  period and  year-to-date  period.
        Said  financial  statements must be represented  and
        warranted  by Lessee's Chief Financial  Officer,  or
        other     authorized    individual,    using     the
        certification language appearing below.

        III.           Guarantor's,  or  its  predecessor's,
        Form  10-K reports as filed with the Securities  and
        Exchange  Commission (hereafter "SEC") for  each  of
        its past three fiscal years.

        IV.Guarantor's,   or   its  predecessor's,   current
        fiscal  year  Form 10-Q reports as  filed  with  the
        Securities and Exchange Commission.

        V.   Guarantor's,   or  its  predecessor's,   Annual
        Shareholder  reports  for  its  past  three   fiscal
        years, if available.

        VI.Guarantor's,  or  its  predecessor's,   Quarterly
        Shareholder reports for its current fiscal year,  if
        available.

        VII.           If  available, Seller's  consolidated
        financial  statements, to include  at  a  minimum  a
        balance  sheet and operating statement, for Seller's
        most  recent  reporting period, year-to-date  period
        and   prior  fiscal  year  period.   Said  financial
        statements  should  be certified by  Seller's  Chief
        Financial  Officer, or other authorized  individual,
        as being true and correct.

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

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


Lessee's  and  Guarantor's  financial  statements  shall  be
prepared in accordance with current GAAP guidelines and,  if
not audited or submitted to the SEC as either Form 10-K's or
Form  10-Q's,  signed  by  Lessee's  and  Guarantor's  Chief
Financial  Officers,  or other authorized  individuals,  who
must  represent  and  warrant  the  accuracy  thereof.   The
certification language must read as follows:

   "The  undersigned hereby represents and warrants that
   the   information   contained  in   these   unaudited
   financial statements
   
   
   
Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997
   
   
   
   
   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."
   

Please  direct all questions regarding the foregoing to  the
property acquisitions department.  The toll-free number is 1
800-328-3519.







Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997

                           EXHIBIT "E"
                     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 AEI's 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 $1,000.

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: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997



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.

6/97





Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997

                           EXHIBIT "F"

                       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 Colorado, do hereby certify  to  (AEI
     Fund   to  be  specified),  ____________________________   a
     Minnesota  limited  partnership, or  their  assigns  Lawyers
     Title  Insurance Corporation and Fuddrucker's  Inc.  (PLEASE
     CONTACT  ACQUISITIONS CLOSING MANAGER AT 1-800-328-3519  FOR
     INFORMATION), and Lawyer's Title Insurance Corporation, 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



Seller/Lessee Initial: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997




     located  and  noted.  If the surveyor has knowledge  of  any
     such  easements and/or servitudes, not physically  evidenced
     at  the time the present survey is made, such physical  non-
     evidence should be noted.  All recorded easements, rights of
     way and other record matters affecting the Parcel should  be
     located   and   identified  by  recording   date.    Surface
     indications,   if  any,  of  underground  easements   and/or
     servitudes should also be shown.  If there are no  buildings
     erected on the 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: /s/ cr
Commitment For: Fuddrucker's Restaurant/Thornton, Co
June 30,1997