FIRST AMENDMENT TO NET LEASE AGREEMENT


     THIS  AMENDMENT  TO NET  LEASE AGREEMENT, made  and  entered
into  effective as of the 11th day of July, 2001, by and  between
AEI   Private  Net  Lease  Millennium  Fund  Limited  Partnership
("Millennium   Fund"),  AEI  Real  Estate  Fund   XVIII   Limited
Partnership  ("Fund XVIII"), AEI Net Lease Income &  Growth  Fund
XIX  Limited  Partnership ("Fund XIX"), and AEI Income  &  Growth
Fund  23  LLC ("Fund 23"), whose address is 1300 Minnesota  World
Trade  Center, 30 East Seventh Street, St. Paul, Minnesota  55101
("Lessor"),  and  Razzoo's,  Inc.,  a  Texas  corporation,  whose
address  is 15950 Dallas Parkway, Suite 785, North Dallas,  Texas
75248 ("Lessee");

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property  and  improvements located at Alpharetta,  Georgia,  and
legally  described in Exhibit "A", which is attached  hereto  and
incorporated herein by reference; 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 June 30, 2000  (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 June 30, 2000 ("Occupancy Date") through the effective
date  hereof,  plus  Fifteen (15) consecutive "Lease  Years",  as
hereinafter  defined,  commencing on the effective  date  hereof,
with  the  contemplated initial term hereof ending  on  July  31,
2016.

   (B)  The  first full Lease Year shall commence on the date  of
this  First  Amendment and continue through July 31,  2002.  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 and second Lease Year:
       Lessee shall pay to Lessor an annual Base Rent of $369,729.75,
       which amount shall be payable in advance on the first day of each
       month in equal monthly installments of $7,394.59 to Fund XVIII,
       $4,929.73 to Fund XIX, $13,556.76 to Fund 23, and $4,929.73 to
       Millennium Fund.  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.   Lessee has accepted delivery of the Leased Premises and  has
     entered into occupancy thereof;

4.   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;

5.   To the best knowledge of the Lessee after due inquiry, 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.

6.   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.

7.   The  Lease  shall henceforth contain the Exhibit B  attached
     hereto and now hereby incorporated into the Lease; Lessor is the
     owner of the equipment listed on Exhibit B and Lessee is leasing
     such equipment from Lessor as set forth in the Lease.

8.   Article  34  of the Lease, "Development Financing Agreement"
     is hereby deleted and to the extent not inconsistent therewith,
     the Lease shall supercede the Development Financing Agreement.

9.   All other terms and conditions of the Lease shall remain  in
     full force and effect.


IN  WITNESS  WHEREOF, Lessor and Lessee have respectively  signed
and  sealed this Lease Amendment effective as of the day and year
first above written.

                     LESSEE:  RAZZOO'S, INC.,


                     By:/s/ Michael Leatherwood


                     Its:  CEO


                     LESSOR:


                     AEI Income & Growth Fund 23 LLC

                     By: AEI Fund Management XXI, Inc.

                     By:/s/ Mark Larson
                            Mark Larson, Chief Financial Officer


                     AEI Real Estate Fund XVIII Limited Partnership

                     By: AEI Fund Management XVIII, Inc.

                     By:/s/ Mark Larson
                            Mark Larson, Chief Financial Officer


                     AEI Net Lease Income & Growth Fund XIX Limited
                     Partnership

                     By:  AEI Fund Management XIX, Inc.

                     By: /s/ Mark Larson
                             Mark Larson, Chief Financial Officer


                     AEI Private Net Lease Millennium Fund Limited
                     Partnership

                     By:  AEI Fund Management XVIII, Inc.

                     By:/s/ Mark Larson
                            Mark Larson, Chief Financial Officer





                            Exhibit A


All that tract or parcel of land lying and being located land Lot
796,  1st  District,  2nd  Section, City  of  Alpharetta,  Fulton
county, Georgia and being more particularly described as follows:

BEGINNING at a point located at the Southwest end of a  miter  at
the  intersection of the East right of way (R/W) line  at  Haynes
Bridge  Road  (R/W varies) and the Southeast R/W  line  of  North
Point  Parkway (130' R/W); thence along said miter North  33  26'
45"  East,  a distance of 58.73 feet to a point on the  Southeast
R/W  line of North Point Parkway; thence following said R/W  line
North  04  09'  13" East, a distance of 90.00 feet  to  a  point;
thence  152.49+ feet along a curve to the left, said curve having
a  chord  of  North 78 33' 41" East 132.25 feet and a  radius  of
781.20  feet to a point; thence 213.48 feet along a curve to  the
left,  said curve having a chord of North 65 08' 28" East  212.82
feet and a radius of 781.20 feet to a 1/2" rebar set and the TRUE
POINT  OF BEGINNING; thence continuing along said R/W line  26.70
feet  along  a curve to the left, said curve having  a  chord  of
North  56  79' 58"  East 26.70 feet and a radius of 751.20  to  a
point' thence North 55 21' 13" East, a distance of 320.00 feet to
a  point; thence 14.34 feet along a curve to the right said curve
having  a chord of North 55 39' 04" East 14.34 feet and a  radius
of  651.20  feet to a 1/2" rebar set at the Northwest  end  of  a
miter at the Intersection of said R/W line and the Northwest  R/W
ling  of Georgia Lane (R/W varies); thence along said miter South
67  34' 15" East a distance of 103.65 feet to a 1/2" rebar set on
the Northwest R.W line of Georgia Lane; thence following said R/W
line  South 20 00' 59" East, a distance of 51.87 feet to a point:
thence  268.87 feet along a curve to the right, said curve having
a  chord  of  South 15 08' 23" West 263.88 feet and a  radius  of
409.50  feet to a point; thence Sosuth 34 32'09" West, a distance
of  175.47 feet to a concrete nail set; thence leaving  said  R/W
line  North 55 07' 51" West a distance of 77.67 feet  to  a  1/2"
rebar  set;  thence North 36 20' 19" West, a distance  of  292.87
feet  to  the TRUE POINT OF BEGINNING. Said tract contains  2.593
acres of 112962 square feet.

TOGETHE  WITH  THE RIGHTS OF EGRESS AND INGRESS AS SET  FORTH  IN
THAT  CERTAIN INTERPARCEL ACCESS EASEMENT CONTAINED IN DB  24701,
PAGE 280, RECORDS OF FULTON COUNTY, GA.





                            Exhibit B



Walk-In  Cooler/Freezer,  Manufacturer  American  Panel,   Serial
Number Job 28812