FIRST AMENDMENT TO NET LEASE AGREEMENT


     THIS  AMENDMENT  TO NET  LEASE AGREEMENT, made  and  entered
into  effective as of this 30th day of September,  2003,  by  and
between  AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP ("Fund  XV")
whose  corporate  general partner is AEI  Fund  Management  86-A,
Inc.,  whose  address is 1300 Wells Fargo Place, 30 East  Seventh
Street, St. Paul, Minnesota 55101 ("Lessor")(fax #651 227  7705),
and  Kona  Restaurant Group, Inc., a Delaware corporation,  whose
address is 20308 Highway 71 West, Suite 5, Spicewood, Texas 78669
("Lessee") (fax # 512 263 8055);

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property  and improvements located at Pharr, Texas,  and  legally
described   in  Exhibit  "A",  which  is  attached   hereto   and
incorporated  herein by reference and shall  substitute  for  the
Exhibit  A  heretofore attached to the Lease (as defined  below);
and

       WHEREAS,   Lessee   has  constructed  the   building   and
improvements  (together  the "Building")  on  the  real  property
described  in  Exhibit "A", which Building is  described  in  the
plans and specifications heretofore submitted to Lessor; and

     WHEREAS,  Lessee and Lessor have entered into  that  certain
Net  Lease  Agreement dated March 3, 2003 (the "Lease") providing
for  the  lease  of  said real property and Building  (said  real
property  and  Building hereinafter referred to  as  the  "Leased
Premises"),  from  Lessor upon the terms and  conditions  therein
provided in the Lease;

     NOW,  THEREFORE,  in  consideration  of  the  Rents,  terms,
covenants, conditions, and agreements hereinafter described to be
paid, kept, and performed by Lessee, including the completion  of
the  Building  and  other  improvements constituting  the  Leased
Premises, Lessee and Lessor do hereby agree to amend the Lease as
follows:

1.    Article 2(A) and (B) of the Lease shall henceforth read  as
follows:

ARTICLE 2.     TERM

     (A)   The  term of this Lease ("Term") shall be  the  period
commencing March 3, 2003 ("Occupancy Date") through the effective
date  hereof, plus seventeen (17) consecutive "Lease  Years",  as
hereinafter  defined,  commencing on the effective  date  hereof,
with  the contemplated initial term hereof ending on October  31,
2020.

   (B)  The  first full Lease Year shall commence on the date  of
this  First Amendment and continue through October 31, 2004. Each
Lease  Year  after  the first Lease Year shall  be  a  successive
period of twelve (l2) calendar months.


2.   Article 4(A) of the Lease shall henceforth read as follows:

ARTICLE 4.  RENT PAYMENTS

  (A)  Annual Rent Payable for the first Lease Year:  Lessee shall
       pay to Lessor an annual Base Rent of $200,600, which amount
       shall  be payable in advance on the first day of each month
       in equal monthly installments of $16,716.67 to Fund XV.  If
       the first day  of the  Lease Term is not the first day of a
       calendar month, then  the  monthly  Rent  payable  for that
       partial month shall be a  prorated  portion  of  the  equal
       monthly installment of Base Rent.

3.   Article  35  is hereby deleted in its entirety;  Lessor  and
     Lessee  agree  that  the  referenced  Development  Financing
     Agreement is terminated in accordance with its terms.

4.   Exhibit  B  to  the  Lease  shall  be  as  attached  hereto,
     reflecting personalty on the Leased Premises owned by Lessor.
     All  other terms and conditions of the Lease shall remain in
     full force and effect.

5.   Lessee has accepted delivery of the Leased Premises and  has
     entered into occupancy thereof;

6.   Lessee  has fully inspected the Premises and found the  same
     to be as required by the Lease,in good order and repair, and
     all conditions under the Lease to be performed by the Lessor
     have been satisfied;

7.   As  of this date, the Lessor is not in default under any  of
     the terms, conditions, provisions or agreements of the Lease
     and  the  undersigned  has  no  offsets,  claims or defenses
     against the  Lessor with respect to the Lease.

8.   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, Lessor and Lessee have respectively  signed
and sealed this Lease as of the day and year first above written.

                     LESSEE:  Kona Restaurant Group, Inc.,
                              By  /s/ Sheri Strehle
                              Its:Chief Financial Officer




(Lessor's signature on following page)



LESSOR:

       AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

       By:  AEI Fund Management 86-A, Inc.

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







                        EXHIBIT "A"


         Lots 4-A and 5-A, of lots 4-A,  5-A, 6-A and 7-A,
         PARADISE COMMERCIAL PARK, an Addition to the City
         of Pharr, Hidalgo County, Texas, according to the
         plat thereof recorded in Volume 38, Page 178, Map
         Records of Hidalgo County, Texs.