NET LEASE AGREEMENT


     THIS LEASE, made and entered into effective as   of the
18th day of December,  1997, by and   between  AEI Net Lease
Income & Growth Fund XIX Limited Partnership ("Fund XIX"), a
Minnesota  limited  partnership   whose  corporate   general
partner   is  AEI  Fund  Management   XIX, Inc., a Minnesota
corporation,   whose   principal business   address  is 1300
Minnesota   World Trade  Center, 30 East Seventh Street, St.
Paul, Minnesota 55101 ("Lessor"), and Party City of Atlanta,
Inc., a  Georgia  corporation  ("Lessee"),  whose  principal
business address is Attention:  Frank  Buonanotte,  c/o  The
Shopping  Center Group, 6520  Powers Ferry Road, Suite  250,
Atlanta, GA 30339;

                                 WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of
real property and improvements located at SR 53 at Greenhill
Circle,  Gainesville,  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 desires to lease said real property and
Building  (said  real  property  and  Building   hereinafter
referred to as the "Leased Premises"), from Lessor  upon the
terms and conditions hereinafter provided;

     NOW,  THEREFORE,  in consideration of the Rents, terms,
covenants,  conditions, and agreements hereinafter described
to be paid, kept, and  performed   by  Lessee,  Lessor  does
hereby grant, demise, lease, and let unto Lessee, and Lessee
does  hereby  take  and  hire  from  Lessor  and does hereby
covenant, promise, and agree as  follows:

ARTICLE 1.     LEASED PREMISES

     Lessor  hereby leases to Lessee, and Lessee leases and
takes  from  Lessor,  the  Leased  Premises  subject to the
conditions of this Lease.

ARTICLE 2.     TERM

     (A)   The term of this Lease ("Term") shall be Fifteen
(15)  consecutive "Lease  Years",  as  hereinafter  defined,
commencing on December           ,1997  ("Occupancy  Date").

     (B)  The first "Lease Year" of the Term shall be for a
period of twelve (l2) consecutive calendar  months from the
Occupancy Date.  If the Occupancy Date shall  be other than
the first day of a calendar month, the  first  "Lease Year"
shall be the period from the Occupancy  Date to the  end of
the calendar month of the Occupancy Date, plus the following
twelve (l2) calendar months. Each Lease Year after the first
Lease Year shall  be a successive   period  of  twelve  (l2)
calendar months.

     (C)  The parties agree that once the Occupancy Date has
been established, upon the request of either  party, a short
form  or  memorandum  of  this  Lease  will  be executed for
recording purposes.  That short form  or  memorandum of this
Lease will set forth the actual  occupancy  and  termination
dates of the Term and optional Renewal Terms, as  defined in
Article 28 hereof,  and that   said  Renewal   right   shall
terminate when the Lessee  shall lose right to possession or
this Lease is terminated, whichever occurs first.

ARTICLE 3.  CONSTRUCTION OF IMPROVEMENTS

     (A)  Lessee  warrants  and agrees that the Building has
been constructed on the  Leased   Premises,  and  all  other
improvements  to  the  land,  including  the  parking   lot,
approaches, and  service areas, have been constructed in all
material respects by Lessee substantially in accordance with
the plot, plans,  and specifications heretofore submitted to
Lessor.

     (B)  Lessee  warrants   that the Building and all other
improvements   to the land contemplated do  comply  with the
laws, ordinances, rules, and  regulations of all  state  and
local governments.

     (C)  Lessee agrees to pay, if not already paid in full,
for all architectural fees  and  actual  construction  costs
relating to the Building and other related  improvements  on
the Leased Premises, in the  past,  present or future, which
shall   include,   but  not  be  limited   to,   plans   and
specifications, general construction, carpentry, electrical,
plumbing, heating, ventilating, air conditioning, decorating,
equipment    installation,    outside    lighting,   curbing,
landscaping, blacktopping, electrical  sign  hookup,  conduit
and   wiring  from  building,  fencing,  and  parking  curbs,
builder's   risk   insurance   (naming   Lessor, Lessee,  and
contractor   as  co-insured),  and all construction bonds for
improvements made by or at the direction of Lessee.

     (D)  Opening   for   business  in the Leased Premises by
Lessee shall  constitute an acceptance of the Leased Premises
and an  acknowledgment by Lessee that the premises are in the
condition described under this Lease.

ARTICLE 4.  RENT PAYMENTS

                             (A)  Annual Rent Payable for the
first and   second Lease   Years:  Lessee shall pay to Lessor
Fund XIX an   annual   Base Rent of $150,752.25, which amount
shall be payable in advance on the   first  day of each month
in equal monthly installments of $12,562.69  to  Lessor  Fund
XIX.  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.

                           (B)  Annual Rent Payable beginning
in  the  third,  fifth, seventh, ninth, eleventh, thirteenth,
fifteenth, and if  renewed according to the terms hereof, the
seventeenth,  nineteenth, twenty-first, twenty-third, twenty-
fifth, twenty-seventh, and twenty-ninth Lease Year:

                                            1.   In the third
and  every second Lease Year thereafter, the annual Base Rent
due and  payable  shall  increase  by an amount equal to Four
(4.0%)  of the Base Rent payable for  the  immediately  prior
Lease Year.

     (C)  Overdue Payments.

     Lessee   shall  pay  interest on all overdue payments of
Rent or other monetary  amounts  due hereunder at the rate of
fifteen percent (15%) per annum or  the  highest rate allowed
by law, whichever is less, accruing from  the  fifth business
day after written notice that  such  Rent  or  other monetary
amounts  were  not  paid  when  properly   due  and  payable.

ARTICLE 5. INSURANCE AND INDEMNITY

     (A)   Lessee   shall,   throughout  the  Term or Renewal
Terms, if any, of this Lease, at its own  cost  and  expense,
procure and maintain insurance which  covers the improvements
on the Leased Premises against fire,  wind,  and storm damage
(including flood insurance  if  the  Leased  Premises is in a
federally designated flood  prone  area) and such other risks
(including  earthquake  insurance, if  the Leased Premises is
located in a  federally  designated  earthquake zone or in an
ISO  high risk earthquake zone) as may  be  included  in  the
broadest  form  of  all  risk, extended coverage insurance as
may, from time to time, be available  in  amounts  sufficient
to prevent  Lessor  or  Lessee  from  becoming  a  co-insurer
within the terms  of  the applicable policies.  In any event,
the insurance shall not be  less  than  one  hundred  percent
(100%)  of  the  then  insurable  value,  less  footings  and
foundation,  with such commercially reasonable deductibles as
Lessor   may   reasonably   require   from   time   to   time.
Additionally,  replacement   cost   endorsements,   vandalism
endorsement,   malicious   mischief  endorsement,  waiver  of
subrogation endorsement,   waiver  of  co-insurance or agreed
amount endorsement (if available),  and   Building  Ordinance
Compliance  endorsement  and Rent  loss  endorsements  (for a
period of 12 months) must   be obtained.  Notwithstanding the
foregoing, such insurance shall  comply  with  the  insurance
requirements set forth  on  Exhibit  B  attached  hereto  and
incorporated herein by  reference.

     (B)  Lessee agrees  to place and maintain throughout the
Term   or  Renewal  Terms, if any, of this Lease, at Lessee's
own  expense, public liability   insurance  with  respect  to
Lessee's  use  and  occupancy  of said premises, with initial
limits  of  at  least  $2,000,000  per  occurrence/$5,000,000
general  aggregate  (inclusive of umbrella coverage), or such
commercially  reasonable  additional  amounts as Lessor shall
reasonably require from time to time.   Notwithstanding   the
foregoing, such insurance shall comply  with  the   insurance
requirements  set  forth  on  Exhibit  B  attached hereto and
incorporated herein by reference.

     (C)  Lessee   agrees  to  notify   Lessor in  writing if
Lessee  is   unable  to  procure  all  or some  part  of  the
aforesaid insurance.  In the event Lessee   fails  to provide
all insurance required under this Lease, Lessor  shall   have
the right, but not the obligation, to  procure such insurance
on Lessee's behalf, following five (5)  business days written
notice  to   Lessee  of  Lessor's  intent  to  do  so (unless
insurance then in place would during such period,  or already
has, lapsed, in which case no  notice  need  be  given)   and
Lessee may obtain such insurance  during said five day period
and  not  then  be  in  default  hereunder.  If Lessor  shall
obtain such insurance, Lessee  will  then,  within  five  (5)
business days from receiving   written notice, pay Lessor the
amount of  the  premiums  due or paid, together with interest
thereon at  the  lesser  of 15% per annum or the highest rate
allowable by law, which   amount  shall  be  considered  Rent
payable by Lessee in addition to the Rent defined at  Article
4 hereof.

     (D)   All   policies   of   insurance  provided  for  or
contemplated  by  this  Article can be under Lessee's blanket
insurance coverage and  shall name Lessor, Lessor's corporate
general  partner,  and  Robert P. Johnson,   as  the  general
partner of Lessor, and Lessee as additional  insured and loss
payee, as  their   respective   interests  (as   landlord and
lessee,  respectively) may appear, and shall provide that the
policies    cannot   be   canceled,   terminated, changed, or
modified  without  thirty (30) days written   notice  to  the
parties.  In addition,   all   of   such policies shall be in
place  on   or   before    the   Occupancy   Date and contain
endorsements   by  the respective insurance companies waiving
all rights of   subrogation,   if  any,  against Lessor.  All
insurance companies providing coverages  must be rated "A" or
better by Best's   Key   Rating   Guide   (the   most current
edition), or similar    quality    under a successor guide if
Best's Key Rating shall cease to be  published.  Lessee shall
maintain legible  copies  of   any  and   all    policies and
endorsements   required   herein,   to  be made available for
Lessor's review and  photocopy    upon    Lessor's reasonable
request   from   time  to time.  On the Occupancy Date and no
less than fifteen (15)   business days prior to expiration of
such policies, Lessee shall   provide   Lessor   with legible
copies of any and all renewal   Certificates   of   Insurance
reflecting   the   above   terms of the Policies   (including
endorsements).  Lessee agrees that it will not   settle   any
property insurance claims affecting the  Leased   Premises in
excess of $25,000 without Lessor's   prior   written consent,
such consent not  to   be   unreasonably withheld or delayed.
Lessor shall  consent to any settlement of an insurance claim
wherein Lessee   shall   confirm   in  writing  with evidence
reasonably satisfactory to Lessor that  Lessee has sufficient
funds available to complete the rebuilding   of the Premises.

     (E)   Lessee  shall  defend,  indemnify, and hold Lessor
harmless  against  any  and all claims, damages, and lawsuits
arising  after  the  Occupancy   Date  of  this Lease and any
orders,   decrees  or judgments which may be entered therein,
brought for damages  or  alleged   damages resulting from any
injury to person or property or from   loss of life sustained
in or about the Leased Premises,   unless    such   damage or
injury results from the intentional   misconduct or the gross
negligence of   Lessor    and    Lessee agrees to save Lessor
harmless from,    and   indemnify Lessor against, any and all
injury, loss, or damage,   of  whatever nature, to any person
or property caused by, or   resulting from any act, omission,
or negligence of Lessee  or  any employee or agent of Lessee.
In addition, Lessee  hereby  releases Lessor from any and all
liability  for   any  loss or damage caused by fire or any of
the extended   coverage casualties, unless such fire or other
casualty shall   be   brought    about   by   the intentional
misconduct or gross negligence of Lessor.  In  the   event of
any loss, damage, or injury caused by  the  joint  negligence
or willful misconduct of  Lessor  and   Lessee, they shall be
liable therefor in  accordance  with their respective degrees
of fault.

     (F)  Lessor  hereby  waives  any  and all rights that it
may  have  to  recover from  Lessee  damages   for  any  loss
occurring to the Leased  Premises by reason  of  any  act  or
omission of Lessee; provided, however, that  this  waiver  is
limited to those losses for which Lessor  is  compensated  by
its insurers, if  the  insurance  required   by this Lease is
maintained.  Lessee  hereby  waives any and all right that it
may  have  to  recover  from  Lessor  damages  for  any  loss
occurring to the Leased Premises by reason   of   any  act or
omission of Lessor; provided, however, that  this  waiver  is
limited to those losses for which  Lessee is, or should be if
the insurance required  herein  is maintained, compensated by
its insurers.   Any  property  insurance  carried  by  Lessor
shall contain a waiver of subrogation  in  favor  of  Lessee.

ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

     (A)   Lessee  shall  be liable  and  agrees  to  pay the
charges  for   all  public   utility   services  rendered  or
furnished to the  Leased  Premises,  including  heat,  water,
gas, electricity,  sewer, sewage treatment facilities and the
like,  all  personal  property  taxes,  real  estate   taxes,
special  assessments,  and  municipal  or government charges,
general,  ordinary  and   extraordinary,  of  every kind  and
nature whatsoever, which may be levied, imposed, or  assessed
against the Leased  Premises,  or   upon   any   improvements
thereon, at  any  time after the Occupancy Date of this Lease
for the  period  prior  to the expiration of the term hereof,
or any Renewal Term, if   exercised.  Real estate taxes shall
not include income,  intangible, franchise, capital stock, or
inheritance   taxes   or   taxes  substituted in lieu thereof.

     (B)    Lessee  shall   pay   all   real  estate   taxes,
assessments for public  improvements  or  benefits, and other
governmental impositions, duties, and charges   of every kind
and nature whatsoever which shall or may, during the  term of
this Lease, be charged, laid, levied,  assessed,  or  imposed
upon, or become a lien or liens  upon  the Leased Premises or
any part  thereof.   Lessee  may  pay such real estate taxes,
assessments,  impositions,   duties,   and    charges      in
installments if allowed  by  law.   Such  payments  shall  be
considered  as  Rent  paid  by Lessee in addition to the Rent
defined at  Article  4  hereof.   If  due  to a change in the
method of taxation, a franchise tax, Rent  tax,  or income or
profit tax shall be levied  against  Lessor  in  substitution
for or in lieu of any tax  which would otherwise constitute a
real estate tax,  such  tax shall be deemed a real estate tax
for  the  purposes  herein  and  shall  be  paid  by  Lessee;
otherwise  Lessee shall not be liable for any such tax levied
against Lessor.

     (C)  All  real  estate   taxes,  assessments  for public
improvements  or  benefits,  water rates and  charges,  sewer
rents,  and   other  governmental  impositions,   duties, and
charges which  shall  become  payable  for the first and last
tax years of the term hereof shall  be   apportioned pro rata
between Lessor and Lessee  in  accordance with the respective
number   of   months   during  which each party shall  be  in
possession of the Leased Premises (or through the  expiration
of the term hereof, if longer) in said respective tax  years.
Lessee shall pay within 60  days  of  the  expiration  of the
term hereof   Lessor's  reasonable  estimate of Lessee's pro-
rata share of real estate taxes for the last tax year of  the
term hereof, based upon the last available tax bill.   Lessor
shall give Lessee notice  of  such  estimated   pro-rata real
estate taxes no later than   75 days from the end of the term
hereof.  Upon receipt of the actual  statement of real estate
taxes for such prorated period, Lessor  shall  either  refund
to   Lessee   any   over   payment  of  the  pro-rata  Lessee
obligation,   or   shall assess and Lessee shall pay promptly
upon notice any   remaining  portion of the Lessee's pro-rata
obligation for such   real   estate taxes.

     (D)   Lessee  shall  have the right to contest or review
by legal proceedings  or in such other manner as may be legal
(which, if instituted, shall  be conducted solely at Lessee's
own expense) any tax, assessment  for  public improvements or
benefits, or other  governmental  imposition  aforementioned,
upon condition  that,  before  instituting  such   proceeding
Lessee shall pay (under protest) such tax or assessments  for
public improvements  or benefits,   or   other   governmental
imposition,  duties   and charges aforementioned, unless such
payment would act as a  bar  to   such   contest or interfere
materially with the prosecution  thereof  and  in  such event
Lessee   shall   post   with   Lessor  alternative   security
reasonably  satisfactory   to  Lessor.   All such proceedings
shall  be  begun as soon as reasonably   possible  after  the
imposition   or   assessment of any contested items and shall
be prosecuted   to   final   adjudication   with   reasonable
dispatch.  In the event of any reduction,  cancellation,   or
discharge, Lessee shall pay the amount  that shall be finally
levied   or   assessed    against   the   Leased  Premises or
adjudicated   to  be  due and payable, and, if there shall be
any   refund   payable  by   the governmental authority  with
respect thereto, if Lessee has paid the expense of Lessor  in
such proceedings, Lessee shall be entitled to   receive   and
retain the refund,  subject,  however,  to   apportionment as
provided during the first and  last years of the term of this
Lease.

     (E)   Lessor,  within  sixty (60)  days  after notice to
Lessee if  Lessee  fails to commence  such  proceedings, may,
but shall not be obligated  to,  contest  or  review by legal
proceedings, or in such other  manner as may be legal, and at
Lessor's own   expense,   any   tax,   assessments for public
improvements   and benefits, or other governmental imposition
aforementioned,  which shall not be contested or reviewed, as
aforesaid, by Lessee,  and  unless Lessee shall promptly join
with   Lessor  in   such  contest  or review, Lessor shall be
entitled to receive and   retain  any  refund  payable by the
governmental authority with   respect   thereto.

     (F)  Lessor  shall  not  be  required  to  join  in  any
proceeding  referred to in this Article, unless  in  Lessee's
reasonable  opinion, the  provisions  of  any  law,  rule, or
regulation  at the  time  in effect shall require that such a
proceeding  be  brought by  and/or  in the name of Lessor, in
which event  Lessor  shall upon written request, join in such
proceedings or permit the  same  to  be  brought  in its name,
all at no cost or expense to Lessor.

     (G)  Within  thirty  (30)  days  after  Lessor  notifies
Lessee  in  writing  that Lessor has paid such amount, Lessee
shall also pay to Lessor, as additional Rent,  the  amount of
any sales tax, excise tax,  or  similar  tax on Rents imposed
by the State where the Leased  Premises  are  located.  In no
event  shall   Lessee  be  liable  for any income tax or fees
charged  foreign   limited   partnerships  or  their  general
partners as a requisite for  doing  business in  Georgia.  At
Lessor's  option, Lessee shall deposit  with  Lessor  on  the
first day  of each and every month during the term hereof, an
amount equal to  one-twelfth (1/12) of any (though none as of
the effective date hereof  is  presently imposed or assessed)
estimated  sales  tax  payable  to the  State  in  which  the
property is situated  for  Rent  received by Lessor hereunder
("Deposit").   From  time to  time out of such Deposit Lessor
will pay the sales tax to the  State in which the property is
situated as required by law.  In  the  event  the  Deposit on
hand shall not be sufficient to pay said tax  when  the  same
shall become due from time to  time,  or  the  prior payments
shall be  less  than  the  current estimated monthly amounts,
then  Lessee  shall  pay  to  Lessor  on  demand  any  amount
necessary  to make up the deficiency.  The excess of any such
Deposit shall  be  credited to subsequent payments to be made
for such items.  If a  default  or  an event of default shall
occur  under  the terms of this Lease,  Lessor  may,  at  its
option, without  being  required  so to do, apply any Deposit
on hand to cure such default, in  such  order  and  manner as
Lessor may elect.

ARTICLE 7.     PROHIBITION ON ASSIGNMENTS AND SUBLETTING;
               TAKE-BACK  RIGHTS

     (A)  Except  as  otherwise  expressly  provided in this
Article,  Lessee  shall  not,  without  obtaining the  prior
written consent  of  Lessor  (which  consent  shall  not  be
unreasonably  withheld  or  delayed  provided Lessee and all
Guarantors shall affirm in writing their continued liability
under this Lease or the Guaranty, respectively (if not prior
thereto released from liability  according  to  the terms of
this  Lease  or  their  Guarantee, respectively)),  in  each
instance:

             1.   assign or otherwise  transfer  this  Lease,
or any part of Lessee's right, title or interest therein;

             2.   sublet all or  any  part  of   the  Leased
Premises or allow all or any part  of the Leased Premises to
be used or occupied by any other Persons  (herein defined as
a Party other than Lessee, be it a corporation, a partnership,
an individual or other entity); or

             3.   mortgage, pledge or otherwise encumber this
Lease, or the Leased Premises.

     (B)  For the purposes of this Article:

             1.   the transfer of voting control of any class
of capital stock of any corporate  Lessee, or the transfer of
voting control of the total interest in any other person which
is a Lessee, however  accomplished,   whether  in  a   single
transaction or in a series of related or unrelated transactions,
shall be deemed an assignment of this Lease;

             2.  an agreement by any other Person, directly or
indirectly, to assume Lessee's  obligations  under  this Lease
shall be deemed an assignment;

             3.   any Person to whom  Lessee's  interest under
this Lease passes by operation of law,  or otherwise, shall be
bound by the provisions of this Article;

             4.   each   material  modification,  amendment or
extension of any sublease to  which  Lessor   has   previously
consented shall be deemed a new sublease; and

             5.   Lessee shall present  the  signed consent to
such assignment and/or subletting   from  any  then  remaining
guarantors of this Lease, such  consent  to  be  in  form  and
substance reasonably satisfactory to Lessor.

     Lessee  agrees  to  furnish  to  Lessor  within  five (5)
business days following demand at any  time  such  information
and assurances as Lessor  may  reasonably request that neither
Lessee,  nor  any  previously permitted sublessee or  assignee,
has violated the provisions of this Article.

     (C)  If Lessee agrees to assign this Lease or to   sublet
all or  any  portion  of  the Leased  Premises,  Lessee  shall,
prior to  the  effective  date thereof (the "Effective  Date"),
deliver  to   Lessor   executed   counterparts  of   any  such
agreement  and  of  all ancillary agreements with the proposed
assignee or sublessee,  as  applicable,  including  Lessee and
all   Guarantors   affirming   in   writing   their  continued
liability   under this Lease or the Guaranty, respectively (if
not prior  thereto   released  from liability according to the
terms of this Lease or their   Guarantee,  respectively)).  If
Lessee shall fail to do   so, and   shall   have   surrendered
possession of  the   Leased  Premises in violation of its duty
of  prior   notice and failed to obtain Lessor's prior consent
(if  and   where   required   herein),  and, if in such event,
Lessor in  its   sole    discretion   (except   as   otherwise
specifically   limited herein) shall not consent to a proposed
sublease or  assignment,   Lessee's failure to obtain Lessor's
consent  shall be an event  of  default  under   this   Lease.

     If Lessor desire to enter into a direct Lease  with  such
assignee or  sublessee   (instead  of   pursuing   any   other
available   remedy  for  Lessee's  default), Lessor shall then
have all of the following rights,   any   of  which Lessor may
exercise  by  written  notice to Lessee given   within  thirty
(30) days after Lessor   receives notice of the aforementioned
assignment or sublease  in  violation  of the prior notice and
documentation requirements:

          1.   with respect to a  proposed  assignment of this
Lease, the right to terminate this Lease on the Effective Date
as if it were the Expiration Date of this Lease;

         2.   with respect to a  proposed  subletting  of  the
entire Leased Premises, the right to  terminate  this Lease on
the Effective Date as if it were the Expiration Date; or

         3.   with  respect to a proposed   subletting  of less
than  the entire Leased Premises,  the  right to terminate this
Lease as to the portion of the Leased Premises affected by such
subletting  on the Effective Date, as if it were the Expiration
Date, in  which  case Lessee shall promptly execute and deliver
to Lessor  an  appropriate  modification  of this Lease in form
satisfactory to Lessor in all respects.


     (D)  If  Lessor  exercises   any of  its  options   under
Article 7(C) above to enter into a new and direct Lease   with
such assignee or   sublessee   (instead   of   exercising  any
available  remedy  for Lessee's breach), Lessor may then lease
the Leased  Premises  or  any  portion thereof with respect to
which this Lease has been  terminated  to  Lessee's   proposed
assignee or sublessee, as the case may be,  without  liability
whatsoever  to   Lessee   (except  to   the   extent  Lessee's
obligations  hereunder  are  thereby mitigated), and if Lessor
shall  terminate   this Lease in  its  entirety   pursuant  to
Article 7(C), Lessee  shall   be   fully   released   from its
obligations hereunder  arising   after   the  date   of   such
termination.

     (E)  Notwithstanding  anything  above  to  the  contrary,
Lessor  agrees   that   its   consent  to  any other proposed
assignment or sublet shall not  be  unreasonably  withheld or
delayed,  provided  Lessor  is  given prior written notice of
such  sublease  or  assignment, accompanied by a copy of such
sublease or assignment,  and  the  consents  of  Lessee   and
Guarantors (such  consent  to   be  in  form  and   substance
satisfactory   to   Lessor) to such assignment   or   sublet,
affirming their   continued   liability   hereunder (or under
their guaranty,  respectively, unless the stated requirements
in   the   guaranty   for release thereof  have  been   met).

     (F)  Notwithstanding  anything  in this   Lease to   the
contrary, there  shall  be   no   prohibition  against    any
assignment:

     (a)  With respect to the transfer of the  capital  stock
or other ownership interests in  Lessee  to  a  member of the
immediate family  (spouse,  child,  grandchild or parent or a
trust  for   any  of  the foregoing), as long as  the  family
member (or trust)  is  a guarantor  of this Lease,  any  such
transfer shall not   be  deemed  to  be  a transfer of shares
hereunder  for  the  purpose  of  determining voting control.

     (b)  In  the  event  of a merger or consolidation with a
hereinafter defined "Equivalent Entity".

     (c)  With respect to an assignment of this Lease  to  an
Equivalent Entity in  connection  with  the  said  Equivalent
Entity's acquisition  of all or substantially all of Lessee's
assets.

     For the purposes  o f this Lease, an  Equivalent  Entity
shall be an entity  that has  a net worth  at least  equal to
Lessee's  net worth  and, in  Lessor's  sole  but  reasonable
opinion, taking  into consideration  such factors as years of
experience,    business    reputation,   and   other  factors
reasonably related  to  the assignee  to  operate  the Leased
Premises is  otherwise  equivalent  to  Lessee as a tenant of
the Leased Premises.

ARTICLE 8.  REPAIRS AND MAINTENANCE

     (A)  Lessee  covenants  and  agrees to keep and maintain
in  good  order,  condition  and  repair   the  interior  and
exterior  of the  Leased  Premises  during  the term  of  the
Lease,  or any  renewal  terms, subject  to ordinary wear and
tear,  and further  agrees  that  Lessor  shall  be  under no
obligation  to make any repairs or perform any maintenance to
the Leased Premises.  Lessee  covenants and  agrees  that  it
shall   be   responsible   for   all   repairs,  alterations,
replacements,  or   maintenance  of,  including  but  without
limitation  to  or of:  The interior and exterior portions of
all doors; door  checks  and operators; windows; plate glass;
plumbing; water  and  sewage facilities; fixtures; electrical
equipment; interior  walls; ceilings; signs; roof; structure;
interior building appliances  and  similar equipment; heating
and air conditioning equipment; and  any  equipment  owned by
Lessor   and  leased  to  Lessee hereunder,  as  itemized  on
Exhibit C, if  any,  attached hereto  and incorporated herein
by reference;  and  further   agrees to  replace  any of said
equipment when necessary.   Lessee  further  agrees   to   be
responsible  for,  at  its  own expense, snow  removal,  lawn
maintenance, landscaping, maintenance  of  the   parking  lot
(including   parking   lines,   seal  coating,  and  blacktop
surfacing), and other   similar items.

     (B)  If  Lessee  refuses or  neglects  to   commence  or
complete  repairs  promptly  and   adequately,   after  prior
written  notice as required under   Article  16(B) (except in
cases  of emergency to prevent waste or preserve  the  safety
and integrity of  the  Leased  Premises,  in  which  case  no
notice  need  be  given), Lessor may cause such repairs to be
made,  but  shall  not be required to do so, and Lessee shall
pay the cost  thereof to Lessor within five (5) business days
following demand.   It  is  understood  that Lessee shall pay
all expenses and maintenance  and  repair  during the term of
this  Lease.   If  Lessee is not then in  default  hereunder,
Lessee  shall have the right to make repairs and improvements
to the Leased  Premises without the consent of Lessor if such
repairs  and  improvements do not exceed Ten Thousand Dollars
($10,000.00),  provided   such repairs or improvements do not
affect the structural  integrity of the Leased Premises.  Any
repairs or improvements   in   excess of Ten Thousand Dollars
($10,000.00) or affecting the structural   integrity  of  the
Leased Premises may be done  only  with   the  prior  written
consent  of  Lessor,  such  consent not  to  be  unreasonably
withheld or delayed.   All  alterations  and additions to the
Leased   Premises  shall  be made in  accordance   with   all
applicable laws and shall remain for   the  benefit of Lessor,
except for Lessee's  moveable   trade fixtures.  In the event
of  making   such   alterations as herein  provided,   Lessee
further agrees to indemnify  and  save   harmless Lessor from
all expense, liens,  claims   or damages to either persons or
property  or  the   Leased Premises which may arise out of or
result from  the  undertaking  or  making  of   said repairs,
improvements, alterations or additions, or  Lessee's  failure
to   make   said  repairs,   improvements,   alterations   or
additions.

ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

     Lessee  will  comply  with  all   statutes,  ordinances,
rules, orders, regulations  and  requirements of all federal,
state,  city  and  local  governments, and with all    rules,
orders and regulations of   the applicable   Board  of   Fire
Underwriters   which   affect   the  use of the improvements.
Lessee will comply with all   easements,   restrictions,  and
covenants of record against  or affecting the Leased Premises
and   any   franchise   or   license  agreements required for
operation  of the  Leased Premises in accordance with Article
14 hereof.

ARTICLE 10.  SIGNS

     Lessee   shall  have  the right to install and maintain a
sign or  signs advertising  Lessee's  business,  provided that
the signs conform to law, and further  provided  that the sign
or signs conform specifically to the  written  requirements of
the appropriate governmental authorities.

ARTICLE 11.  SUBORDINATION

     (A)  Lessor   reserves the right and privilege to subject
and subordinate   this Lease   at all times to the lien of any
mortgage or mortgages now or   hereafter  placed upon Lessor's
interest  in  the  Leased   Premises and   on   the   land and
buildings  of  which   said   premises are a part, or upon any
buildings hereafter placed upon   the land of which the Leased
Premises are a part, provided such   mortgagee   shall execute
its   standard  form, commercially reasonable   subordination,
attornment   and  non-disturbance agreement and to any and all
advances to be made  under   such mortgages, and all renewals,
modifications, extensions,  consolidations, and   replacements
thereof, provided such mortgagee shall execute    its standard
form, commercially reasonable   subordination,  attornment and
non-disturbance agreement,   agreeing not to disturb  Lessee's
rights   hereunder   by   exercise   of   its rights under its
mortgage (including that insurance proceeds   and condemnation
awards shall be applied to the repair and   restoration of the
Leased    Premises   in   accordance herewith)   provided such
proceeds   and awards are   subject   to    the   commercially
reasonable   escrow    requirements    set   forth     herein.

     (B)  Lessee  covenants   and   agrees   to    execute and
deliver,  upon  demand, such further instrument or instruments
subordinating this Lease on the foregoing  basis to  the  lien
of  any  such  mortgage or mortgages as shall  be  desired  by
Lessor  and any  proposed  mortgagee  or proposed  mortgagees,
provided such mortgagee  shall  execute  its  standard   form,
commercially reasonable subordination,  attornment   and  non-
disturbance agreement as described in Article 11A above.

ARTICLE l2.  CONDEMNATION OR EMINENT DOMAIN

     (A)  If  the   whole  of the Leased Premises are taken by
any  public  authority under  the  power of eminent domain, or
by private purchase in lieu thereof,  then  this  Lease  shall
automatically   terminate    upon   the  date   possession  is
surrendered, and Rent shall   be  paid up to that day.  If any
part of the Leased Premises shall be   so   taken as to render
the remainder thereof materially unusable in   the  opinion of
a  licensed  third   party  arbitrator reasonably approved  by
Lessor and Lessee, for the   purposes   for  which  the Leased
Premises were leased, then Lessor and Lessee shall  each  have
the right to terminate this Lease on thirty (30)  days  notice
to the other given within ninety (90) days   after the date of
such taking.  In the event  that  this  Lease  shall terminate
or be terminated,  the  Rent  shall,  if  and as necessary, be
paid up to the day that possession was   surrendered.

     (B)  If any   part  of the  Leased  Premises  shall be so
taken  such that  it does  not  materially  interfere with the
business  of  Lessee (as determined pursuant to paragraph  (A)
above), then Lessee shall, with the use  of  the  condemnation
proceeds   which   shall  be  made  available  by Lessor,  but
otherwise  at  Lessee's own   cost   and  expense, restore the
remaining  portion   of   the  Leased   Premises to the extent
necessary to render it reasonably suitable  for  the  purposes
for   which  it   was   leased.   Lessee at Lessor's   expense
(subject  to  limitation  as set forth below) shall make   all
repairs to the building in    which   the   Leased Premises is
located to the extent necessary to constitute   the   building
at    least  a  complete architectural unit and  substantially
similar to the   condition   prior  to such taking.  Provided,
however, that such work shall not   exceed   the  scope of the
work  required  to  be   done   by   Lessee   in    originally
constructing  such  building   unless Lessee shall demonstrate
to Lessor's reasonable   satisfaction    the   availability of
funds to complete   such work.   Provided,   further, the cost
thereof   to  Lessor   shall not   exceed  the proceeds of its
condemnation   award, all  to  be done without any adjustments
in  Rent to be paid by   Lessee.  This lease shall be   deemed
amended  to  reflect  the taking in the legal description   of
the Leased Premises.

     (C) All compensation   awarded  or  paid  upon such total
or partial taking   of the Leased Premises shall belong to and
be the  property  of Lessor (subject to paragraph  (B)  above)
without any participation by Lessee,    whether  such  damages
shall be awarded as compensation for   diminution  in value to
the leasehold  or  to   the fee of the premises herein leased,
provided  all   such   award shall   be   made   available for
restoration as   provided   in  Article 12 (B) above.  Nothing
contained herein shall be construed   to  preclude Lessee from
prosecuting   any   claim   directly  against the   condemning
authority in such proceedings for:    Loss of business; damage
to  or  loss of value or cost of removal of inventory,   trade
fixtures,  furniture,   and  other personal property belonging
to  Lessee;   provided, however,  that no  such   claim  shall
diminish or otherwise adversely affect   Lessor's award or the
award of any fee mortgagee   subject   to  paragraph 12(B) and
Article 11 above.

ARTICLE 13.  RIGHT TO INSPECT

     Lessor  reserves  the  right  to enter upon, inspect and
examine  the  Leased  Premises at any  time  during  business
hours, after reasonable  notice  to Lessee, and Lessee agrees
to allow Lessor free access to the  Leased  Premises  to show
the premises.  Upon default by Lessee  after  the  expiration
of applicable cure periods or at any time within  ninety (90)
days of the expiration  or  termination  of the Lease, Lessee
agrees  to  allow  Lessor  to then place "For Sale"  or  "For
Rent" signs on the Leased Premises at such location  upon the
Leased  Premises  determined  by  Lessee  in  its  reasonable
discretion.   Lessor  and  Lessor's  representatives shall at
all times while upon or about  the  Leased  Premises  observe
and comply with Lessee's reasonable health  and  safety rules,
regulations,  policies  and  procedures.   Lessor  agrees  to
indemnify  and  hold  Lessee, its successors, assigns, agents
and  employees  from  and  against  any   liability,  claims,
demands,  cause  of  action,  suits and  other  litigation or
judgements  of  every kind and character, including injury to
or death of any  person or persons, or trespass to, or damage
to, or loss or  destruction of, any property, whether real or
personal, to the  extent  resulting  from  the  negligence or
willful  misconduct or  Lessor  or  Lessor's  representatives
while upon or about the Leased Premises.

ARTICLE 14.  EXCLUSIVE USE

     (A)  After  the Occupancy  Date, Lessee expressly agrees
and  warrants  that   the   Leased   Premises  will  be  used
exclusively as a Party City store.   In  any other such case,
after obtaining Lessor's prior written consent,  such consent
not  to   be  unreasonably  withheld  or delayed, Lessee  may
conduct  any   lawful  business  from   the  Leased Premises.
Lessee  acknowledges  and  agrees  that any other use without
the  prior   written  consent  of  Lessor  will constitute  a
default under and a violation and breach of this Lease.

     (B)  If  the Leased Premises are not operated as a Party
City  store  or other  permitted  use  hereunder,  or  remain
closed for  thirty (30) consecutive days (unless such closure
results  from reasons beyond Lessee's reasonable control) and
Lessee  fails  to  pay  Rent  when  due  or fulfill any other
obligation   hereunder  (including procuring and  maintaining
appropriate endorsement  to  insurance coverage occasioned by
the vacancy of the  Leased Premises  to maintain the coverage
otherwise required  herein), then after the expiration of the
cure  periods  set  forth in Article 16,   Lessee shall be in
default hereunder and Lessor may, at  its option, cancel this
Lease  by  giving  written  notice  to Lessee or exercise any
other  right  or  remedy  that  Lessor  may  have;  provided,
however, that  closings  shall  be  reasonably  permitted for
replacement  of  trade fixtures or during periods  of  repair
after destruction or due to remodeling.

ARTICLE 15.  DESTRUCTION OF PREMISES

     If, during the term of this Lease, the Leased  Premises
are  totally   or  partially  destroyed  by  fire  or  other
elements, within a  reasonable  time (but in no event longer
than one hundred  eighty  (180)  days  and  subject  to  the
provisions herein  below),  Lessee shall  repair and restore
the improvements so damaged or destroyed as nearly as may be
practical to  their  condition  immediately  prior  to  such
casualty, and shall be entitled to use of insurance proceeds
in   accordance  with the  provisions  hereof.    All  rents
payable  by  Lessee  shall  be  abated during  the period of
repair  and  restoration  to the extent that Lessor shall be
compensated  by the proceeds  of  the  rent  loss  insurance
required to be maintained by Lessee hereunder.

     Provided  Lessee  is  not  in  default  hereunder  (and
retains  according to the terms hereof the right to rebuild)
with the Lessor's prior written consent, which consent shall
not be unreasonably withheld or delayed,  Lessee shall  have
the right to promptly and in good faith  settle  and  adjust
any claim under $50,000 under  such  insurance policies with
the insurance company or companies on the amounts to be paid
upon  the  loss.   The  insurance  proceeds shall be used to
reimburse Lessee for the  cost  of rebuilding or restoration
of the  Leased  Premises.   Risk  that the insurance company
shall be  insolvent  or  shall  refuse  to  make   insurance
proceeds available shall be with Lessee. The Leased Premises
shall  be  so restored or rebuilt so as to be  of  at  least
equal value and substantially the same character as prior to
such damage or destruction.  If the  insurance  proceeds are
less than Fifty  Thousand  Dollars ($50,000), they  shall be
paid  to  Lessee  for such  repair and restoration.   If the
insurance  proceeds  are  greater  than  or  equal  to Fifty
Thousand  Dollars  ($50,000),  they  shall  be deposited  by
Lessee and Lessor into a customary construction  escrow at a
nationally   recognized  title  insurance  company,  or   at
Lessee's  option, with Lessor ("Escrowee") and shall be made
available  from  time  to time to Lessee for such repair and
restoration.  Such proceeds shall be disbursed in conformity
with the terms  and  conditions of a commercially reasonable
construction  loan  agreement.   Lessee  shall,  in   either
instance, deliver to Lessor or Escrowee (as the case may be)
satisfactory evidence of the estimated  cost  of  completion
together  with  such  architect's certificates,  waivers  of
lien,  contractor's  sworn  statements and other evidence of
cost  and  of  payments  as  the  Lessor  or  Escrowee   may
reasonably require and approve.  If the  estimated  cost  of
the work exceeds One  Hundred  Thousand  Dollars ($100,000),
all  plans  and  specifications  for  such  rebuilding    or
restoration shall be subject to the reasonable  approval  of
Lessor.

     Any insurance proceeds remaining with Escrowee, if any,
after the completion of the repair or restoration  shall  be
paid  to  Lessor  to  reduce  the sum of monies expended  by
Lessor  to acquire  its  interest  in the Lease Premises and
rent  hereunder  shall  be  reduced  by  11% of such amount.

     If  the  proceeds  from the insurance are insufficient,
after  review  of  the  bids   for   completion   of    such
improvements, or  should  become   insufficient  during  the
course of construction,  to pay for the total cost of repair
or restoration, Lessee  shall, prior to commencement of work,
demonstrate    to    Escrowee    and   Lessor's   reasonable
satisfaction, the availability of   such  funds necessary to
completion construction and Lessee shall deposit   the  same
with Escrowee for disbursement under the construction escrow
agreement.

          Provided, further, that should the Leased Premises
be damaged or destroyed to the extent of fifty (50%) percent
of its value or such that Lessee cannot carry on business as
conducted immediately prior to such casualty without (in the
opinion  of  a  licensed  third  party  architect reasonably
approved by Lessor and Lessee) being closed  for  more  than
ninety  (90)   days   (which  duration  of  closure  may  be
established   by   Lessee  by  the affidavit of the approved
independent third party architect  as  to the estimated time
of repair) during the last two (2) years  of  the  remaining
term of this Lease or any of the option terms of this Lease,
if any  further  options  to renew  remain, Lessee may elect
within 30 days of such damage, to then exercise at least one
(1) option to renew this Lease so that the remaining term of
the Lease is not less than five (5)  years  in  order  to be
entitled  to  such  insurance  proceeds  for  restoration or
rebuilding.    Absent   such   election,  this  Lease  shall
terminate upon Lessor's  receipt  of funds at least equal to
the estimated cost of such repair or restoration.

ARTICLE 16.  ACTS OF DEFAULT

     Each of the following shall be deemed a default by
Lessee and a breach of this Lease:

                                        (A)  Failure to pay
the Rent or any monetary obligation herein reserved, or any
part thereof when the same shall be due and payable.
Provided, however, Lessee shall have five (5) business days
after written notice from Lessor within which to cure the
failure to pay the Rent or any monetary obligation herein
reserved.

                                        (B)  Failure to do,
observe, keep and perform any of the other terms, covenants,
conditions, agreements and provisions in this Lease to be
done, observed, kept and performed by Lessee; provided,
however, that Lessee shall have Thirty (30) days after
written notice from Lessor within which to cure such
default, or such longer time as may be reasonably necessary
if such default cannot reasonably be cured within Thirty
(30) days, if Lessee is diligently pursuing a course of
conduct that in Lessor's reasonable opinion is capable of
curing such default, but in any event such longer time shall
not exceed 120 days after written notice from Lessor of the
default hereunder.

                                        (C)  The abandonment
of the premises by Lessee, the adjudication of Lessee as a
bankrupt, the making by Lessee of a general assignment for
the benefit of creditors, the taking by Lessee  of the
benefit of any insolvency act or law, the appointment of a
permanent receiver or trustee in bankruptcy for Lessee
property, or the appointment of a temporary receiver which
is not vacated or set aside within sixty (60) days from the
date of such appointment; provided, however, that the
foregoing shall not constitute events of default so long as
Lessee continues to otherwise satisfy its obligations
(including but not limited to the payment of Rent)
hereunder.

ARTICLE 17.  TERMINATION FOR DEFAULT

     In the event of any uncured default by Lessee and at
any time thereafter, Lessor may serve a written notice upon
Lessee that Lessor elects to terminate this Lease.  This
Lease shall then terminate on the date so specified as if
that date had been originally fixed as the expiration date
of the term herein granted, provided, however, that Lessee
shall have continuing liability for future rents for the
remainder of the original term and any exercised renewal
term as set forth in Article 19, notwithstanding any earlier
termination of Lessee's rights to possession of the Lease
Premises hereunder (except where Lessee has exercised a
right to terminate where granted herein), preserving unto
Lessor the benefit of its bargained-for rental payments.

ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

     In the event that this Lease shall be terminated as
hereinbefore provided, or by summary proceedings or
otherwise, or in the event of an uncured default hereunder
by Lessee, or in the event that the premises or any part
thereof, shall be abandoned by Lessee and Rent shall not be
paid or other obligations (including but not limited to
repair and maintenance obligations) of Lessee hereunder
shall not be met, then Lessor or its agents, servants or
representatives, may immediately or at any time thereafter,
re-enter and resume possession of the premises or any part
thereof, and remove all persons and property therefrom,
either by summary dispossess proceedings or by a suitable
action or proceeding at law, or by force or otherwise
without being liable for any damages therefor, except for
damages resulting from Lessor's negligence or willful
misconduct.  Notwithstanding anything above to the contrary,
if Lessee is still in possession of the Leased Premises,
Lessor agrees to use such legal proceedings (summary or
otherwise) prescribed by law to regain possession of the
Leased Premises.

ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

     (A)  Should Lessor elect to re-enter as provided in
this Lease or should it take possession pursuant to legal
proceedings or pursuant to any notice provided for by law,
Lessor shall undertake the following efforts to mitigate
Lessee's continuing liability hereunder (which efforts shall
include listing the Leased Premises with a licensed
commercial real estate broker (such broker to have
commercially reasonable experience in  selling or reletting
retail properties of like kind to the Leased Premises) and
securing the property against waste, but shall not otherwise
include the expenditure of Lessor's funds, unless the same
be required by law or statute), and in addition, Lessor may
either (i) terminate this Lease or (ii) it may from time to
time, without terminating the contractual obligation of
Lessee to pay Rent under this Lease, make such alterations
and repairs as may be necessary to relet the Leased Premises
or any part thereof for the remainder of the original Term
or any exercised Renewal Terms, at such Rent or Rents, and
upon such other terms and conditions as Lessor in its sole
discretion may deem advisable.  Termination of Lessee's
right to possession by Court Order shall be sufficient
evidence of the termination of Lessee's possessory rights
under this Lease, and the filing of such an Order shall be
notice of the termination of Lessee's Renewal Rights
hereunder or as set forth in any Memorandum of Lease of
record.

     (B)  Upon each such reletting, without termination of
the contractual obligation of Lessee to pay Rent under this
Lease, all Rents received by Lessor shall be applied as
follows:

                                        1.   First, to the
payment of any indebtedness other than Rent due hereunder
from Lessee to Lessor;

                                        2.   Second, to the
payment of any costs and expenses of such reletting,
including brokerage fees and attorney's fees and of costs of
such alterations and repairs;

                                        3.   Third, to the
payment of Rent and other monetary obligations due and
unpaid hereunder;

                                        4.   Finally, the
residue, if any, shall be held by Lessor and applied in
payment of future Rent as the same may become due and
payable hereunder.

If such Rents received from such reletting during any month
are less than that to be paid during that month by Lessee
hereunder, Lessee shall pay any such deficiency to Lessor.
Such deficiency shall be calculated and paid monthly.  No
such re-entry or taking possession of such Leased Premises
by Lessor shall be construed as an election on its part to
terminate Lessee's contractual obligations under this Lease
respecting the payment of rent and obligations for the costs
of repair and maintenance unless a written notice of such
intention be given to Lessee.

     (C)  Notwithstanding any such reletting without
termination, Lessor may at any time thereafter elect to
terminate this Lease for any uncured breach.

     (D)  In addition to any other remedies Lessor may have
with this Article 19, Lessor may recover from Lessee all
damages it may incur by reason of any uncured breach,
including:  The cost of recovering and reletting the Leased
Premises; reasonable attorney's fees; and, the present value
(discounted at a rate of 8% per annum) of the excess of the
amount of Rent and charges equivalent to Rent reserved in
this Lease for the remainder of the Term over the then
reasonable Rent value of the Leased Premises (or the actual
Rents receivable by Lessor, if relet), (the Lessee bearing
the burden of proof to demonstrate the amount of rental loss
for the same period, that through reasonable efforts to
mitigate damages, could have been avoided) for the remainder
of the Term, all of which amounts shall be immediately due
and payable from Lessee to Lessor in full.  In the event
that the Rent obtained from such alternative or substitute
tenant is more than the Rent which Lessee is obligated to
pay under this Lease, then such excess shall be paid to
Lessor provided that Lessor shall credit such excess against
the outstanding obligations of Lessee due pursuant hereto,
if any.

     (E)  It is the object and purpose of this Article 19
that Lessor shall be kept whole and shall suffer no damage
by way of non-payment of Rent or by way of diminution in
Rent.  Lessee waives and will waive all rights to trial by
jury in any summary proceedings or in any action brought to
recover Rent herein if such waiver shall be enforceable
under the law, which may hereafter be instituted by Lessor
against Lessee in respect to the Leased Premises.  Lessee
hereby waives any rights of re-entry it may have or any
rights of redemption or rights to redeem this Lease upon a
termination of this Lease.

ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

     (A)  All building fixtures, building machinery, and
building equipment used in connection with the operation of
the Leased Premises including, but not limited to, heating,
electrical wiring, lighting, ventilating, plumbing, walk-in
refrigerators/coolers, walk-in freezers, air conditioning
systems, and the equipment, if any, owned by Lessor and
leased to Lessee hereunder as specifically set forth on
Exhibit C attached hereto and incorporated herein by
reference shall be the property of Lessor.  All other trade
fixtures and all other articles of personal property owned
by Lessee shall remain the property of Lessee.

     (B)  Lessee shall furnish and pay for any and all
equipment, furniture, trade fixtures, and signs, except for
such items, if any, described in Article 20(A) above, as
owned by Lessor.  Lessee agrees that Lessor shall have a
lien on all Lessee's removable equipment, furniture, trade
fixtures, furnishings, and signs as security for the
performance of and compliance with this Lease, subject to
the rights of any bona fide third party's security interest
in such property.  Provided Lessee is not in default
hereunder beyond the expiration of applicable notice and
cure periods, Lessor will agree that its interest in such
personal property of Lessee (such personal property
including but not limited to all removable equipment,
inventory, removable trade fixtures, and other personal
property, including but not limited to such items as display
cases, counters, and shelving, (but not including ceilings,
lighting, HVAC, plumbing fixtures, or other items normally
considered part of the real property) will be subordinated
to financing which may exist or which Lessee may cause to
exist in the future on that same personal property,
including the present security interest as of the effective
date hereof of Merrill Lynch.  Lessor agrees to execute the
document attached hereto as Exhibit C in favor of Merrill
Lynch.

     (C)  At the end of the term of this Lease, the property
described at Article 20(B) above, after written notice to
Lessor given at least five (5) business days prior to any
proposed removal, may be removed from the Leased Premises by
Lessee regardless of whether or not such property is
attached to the Leased Premises so as to constitute a
"fixture" within the meaning of the law; however, all
damages and repairs to the Leased Premises which may be
caused by the removal of such property shall be paid for by
Lessee.

ARTICLE 21.  LIENS

     Lessee shall not do or cause anything to be done
whereby the Leased Premises may be encumbered by any
mechanic's or other liens.  Whenever and as often as any
mechanic's or other lien is filed against said Leased
Premises purporting to be for labor or materials furnished
or to be furnished to Lessee, Lessee shall remove the lien
of record by payment or by bonding with a surety company
authorized to do business in the state in which the property
is located, within forty-five (45) days from the date of the
filing of said mechanic's or other lien and delivery of
notice thereof to Lessee.  Should Lessee fail to take the
foregoing steps within said forty-five (45) day period (or
in any event, prior to the expiration of the time within
which Lessee may bond over such lien to remove it as a lien
upon the Leased Premises), Lessor shall have the right,
among other things, to pay said lien without inquiring into
the validity thereof, and Lessee shall forthwith reimburse
Lessor for the total expense incurred by it in discharging
said lien as additional Rent hereunder.

ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

     No agreement to accept a surrender of the Leased
Premises or termination of this Lease shall be valid unless
in writing signed by Lessor.  The delivery of keys to any
employee of Lessor or Lessor's agents shall not operate as a
termination of the  Lease or a surrender of the premises.
The failure of Lessor to seek redress for violation of any
rule or regulation, shall not prevent a subsequent act,
which would have originally constituted a violation, from
having all the force and effect of an original violation.
Neither payment by Lessee or receipt by Lessor of a lesser
amount than the Rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated Rent.  Nor
shall any endorsement or statement on any check nor any
letter accompanying any check or payment as Rent be deemed
an accord and satisfaction.  Lessor may accept such check or
payment without prejudice to Lessor's right to recover the
balance of such Rent or pursue any other remedy provided in
this Lease.  This Lease contains the entire agreement
between the parties, and any executory agreement hereafter
made shall be ineffective to change it, modify it or
discharge it, in whole or in part, unless such executory
agreement is in writing and signed by the party against whom
enforcement of the change, modification or discharge is
sought.

ARTICLE 23.  QUIET ENJOYMENT

     Lessor covenants that Lessee, upon paying the Rent set
forth in Article 4 and all other sums herein reserved as
Rent and upon the due performance of all the terms,
covenants, conditions and agreements herein contained on
Lessee's part to be kept and performed, shall have, hold and
enjoy the Leased Premises free from molestation, eviction,
or disturbance by Lessor, or by any other person or persons
lawfully  claiming the same, and that Lessor has good right
to  make this Lease for the full term granted, including
renewal periods.

ARTICLE 24.  BREACH - PAYMENT OF COSTS AND ATTORNEYS' FEES

     Each party agrees to pay and discharge all reasonable
costs, and actual attorneys' fees, including but not limited
to attorney's fees incurred at the trial level and in any
appellate or bankruptcy proceeding, and expenses that shall
be incurred by the prevailing party in enforcing the
covenants, conditions and terms of this Lease or defending
against an alleged breach, including the costs of reletting.
Such costs, attorneys fees, and expenses if incurred by
Lessor and it is the prevailing party shall be considered as
Rent as due and owing in addition to any Rent defined in
Article 4 hereof.

ARTICLE 25.  ESTOPPEL CERTIFICATES

     Either party to this Lease will, at any time, upon not
less than ten (10) business days prior request by the other
party, execute, acknowledge and deliver to the requesting
party a statement in writing, executed by an executive
officer of such party, certifying: (a) whether this Lease is
unmodified (or if modified then disclosure of such
modification shall be made); (b) whether this Lease is in
full force and effect; (c) the date to which the Rent and
other charges have been paid; and (d) to the knowledge of
the signer of such certificate that the other party is not
in default in the performance of any covenant, agreement or
condition contained in this Lease, or if a default does
exist, specifying each such default of which the signer may
have knowledge.  It is intended that any such statement
delivered pursuant to this Article may be relied upon by any
prospective purchaser or mortgagee of the Leased Premises or
any assignee of such mortgagee or a purchaser of the
leasehold estate.

ARTICLE 26.  FINANCIAL STATEMENTS

     During the term of this Lease, Lessee will, within
ninety (90) days after the end of Lessee's fiscal year,
furnish its financial statements to Lessor.  Lessee's
financial statements shall include, at a minimum, a
consolidated balance sheet and statement of operations, and
do not need to be prepared by, but commencing with fiscal
1996, and thereafter, shall be reviewed by an independent
certified public accountant, but  in any event shall be
prepared in conformity with generally accepted accounting
principles (hereafter "GAAP") and be represented and
warranted in writing as true and correct by the chief
financial officer or other authorized officer of Lessee.
Additionally, during the term of the Lease, Lessee will
within ninety (90) days from the end of each quarter of each
fiscal year after written request from Lessor, furnish
Lessor with Lessee's financial statements and operating
statements of the Leased Premises for such quarter.  Lessor
shall have the right to require such financial statements
and operating statements on a monthly basis after the
occurrence of a default.  Said quarterly (or monthly, if the
same may be requested by Lessor) statements do not need to
be prepared by an independent certified public accountant,
but shall be represented and warranted in writing as true
and correct by the chief financial officer or other
authorized officer of Lessee.  The financial statements
shall conform to GAAP, and include, at a minimum, a balance
sheet and statement of operations.

ARTICLE 27.  MORTGAGE

     Lessee does hereby agree to clarify any provisions of
this Lease requested by any Mortgagee of record from time to
time, provided such clarifications are not substantial and
do not increase any of the Rents or obligations of Lessee
under this Lease or substantially modify any of the business
elements of this Lease.

ARTICLE 28.  OPTION TO RENEW

     If this Lease is not previously canceled or terminated
and if Lessee has materially complied with and performed all
of the covenants and conditions in this Lease after
applicable cure periods and is not currently in default,
then Lessee shall have the option to renew this Lease upon
the same conditions and covenants contained in this Lease
for Three (3) consecutive periods of Five (5) years each
(singularly "Renewal Term").  Rent during the Renewal Term
shall increase as defined in Article 4 hereof.

     The first Renewal Term will commence on the day
following the date the original Term expires and successive
Renewal Terms would commence on the day following the last
day of the then expiring Renewal Term.  Except as otherwise
provided in Article 15 hereof, Lessee must give ninety (90)
days written notice to Lessor of its intent to exercise this
option prior to the expiration of the original Term of this
Lease or any Renewal Term, as the case may be.

ARTICLE 29.  MISCELLANEOUS PROVISIONS

     (A)  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 personal delivery
(including courier) or by certified mail return receipt
requested, to the respective parties' addresses set forth
hereinabove, with a copy to Frank Buonanotte, 5318 Brooke
Farm Drive, Dunwoody, Ga. 30338,  or to such other place
such party may by notice in writing designate as its address
shall constitute service of notice hereunder.  Notices shall
be deemed delivered by the date on the return receipt, if
sent by certified mail, or on the date of delivery if sent
by personal delivery (as evidenced by the date of the
courier's receipt, if sent by courier).  Any notice that is
rejected by any party shall be deemed delivered on the date
that it is rejected.

     (B)  The terms, conditions and covenants contained in
this Lease and any riders and plans attached hereto shall
bind and inure to the benefit of Lessor and Lessee and their
respective successors, heirs, legal representatives, and
assigns.

     (C)  This Lease shall be governed by and construed
under the laws of the State where the Leased Premises are
situate.

     (D)  In the event that any provision of this Lease
shall be held invalid or unenforceable, no other provisions
of this Lease shall be affected by such holding, and all of
the remaining provisions of this Lease shall continue in
full force and effect pursuant to the terms hereof.

     (E)  The Article captions are inserted only for
convenience and reference, and are not intended, in any way,
to define, limit, describe the scope, intent, and language
of this Lease or its provisions.

     (F)  In the event Lessee remains in possession of the
premises herein leased after the expiration of this Lease
and without the execution of a new lease and without
Lessor's written permission, Lessee shall be deemed to be
occupying said premises as a tenant from month-to-month,
subject to all the conditions, provisions, and obligations
of this Lease insofar as the same can be applicable to a
month-to-month tenancy except that the monthly installment
of Rent shall be One Hundred Fifty percent (150%) the amount
due on the last month prior to such expiration.

     (G)  If any installment of Rent (whether lump sum,
monthly installments, or any other monetary amounts required
by this Lease to be paid by Lessee and deemed to constitute
Rent hereunder) shall not be paid when due, or non-monetary
default shall remain uncured after the expiration of any
applicable cure period, Lessor shall have the right to
charge Lessee a late charge of $250.00 per occurrence if any
amount of Rent installment remains unpaid after the
expiration of applicable notice and cure periods or, with
respect to non-monetary default, if the same shall go
uncured after the first such occurrence in any 12 month
period.  Said late charge shall commence after such
installment is due or non-monetary default goes uncured
after the expiration of any applicable cure period and
continue until said installment, interest and all accrued
late charges are paid in full or such non-monetary default
is cured.

     (H)  Any part of the Leased Premises may be conveyed by
Lessor for private or public non-exclusive easement purposes
at any time, provided such easement does not and shall not
interfere with the access to the Leased Premises,
visibility, or operations of the business of Lessee and
Lessee's use of the Leased Premises and Lessee consents
thereto in writing, such consent not to be unreasonably
withheld or delayed.  All proceeds from any conveyance of an
easement shall belong solely to Lessor.  Lessor agrees to
consent, such consent not to be unreasonably withheld or
delayed, and to join (at no cost or expense to Lessor) in
easements desired by Lessee for Lessee's use and enjoyment
of the Leased Premises.

     (I)  For the purpose of this Lease, the term "Rent"
shall be defined as Rent under Article 4, and any other
monetary amounts required by this Lease to be paid by
Lessee.

     (J)  Lessee agrees to cooperate with Lessor to allow
Lessor to obtain and use at Lessor's expense promotional
photographs of the Leased Premises, to the extent permitted
by Lessee's franchisor or licensor.

ARTICLE 30.  REMEDIES

     NON-EXCLUSIVITY.  Notwithstanding anything contained
herein it is the intent of the parties that the rights and
remedies contained herein shall not be exclusive but rather
shall be cumulative along with all of the rights and
remedies of the parties  which they may have at law or
equity.

ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

     Except as may have been heretofore disclosed to Lessor
in writing prior to the effective date hereof, Lessee
covenants, represents and warrants to Lessor, its successors
and assigns, (i) that it has not used or permitted and will
not use or permit the Leased Premises to be used, whether
directly or through contractors, agents or tenants, and to
the best of Lessee's knowledge and except as disclosed to
Lessor in writing (Lessor acknowledges receipt and review of
the original Phase I Environmental Site Assessment, done for
Stafford Properties, Inc. dated October 9, 1996 performed by
Sailors Engineering Associates, Inc., 1675 Spectrum Drive,
Lawrenceville, GA  30243 (Job # 962-182) and a reliance
letter, dated March 7, 1997 sent by Jim D. Sailors whereby
Lessee and Lessor were given the right to rely on said
report), the Leased Premises has not at any time been used
for the generating, transporting, treating, storage,
manufacture, emission of, or disposal of any dangerous,
toxic or hazardous pollutants, chemicals, wastes or
substances as defined in the Federal Comprehensive
Environmental Response Compensation and Liability Act of
1980 ("CERCLA"), the Federal Resource Conservation and
Recovery Act of 1976 ("RCRA"), or any other federal, state
or local environmental laws, statutes, regulations,
requirements and ordinances in violation thereof ("Hazardous
Materials"); (ii) that there have been no investigations or
reports involving Lessee, or the Leased Premises by any
governmental authority which in any way pertain to Hazardous
Materials (iii) that the operation of the Leased Premises by
Lessee has not violated and is not currently violating any
federal, state or local law, regulation, ordinance or
requirement governing Hazardous Materials; (iv) that the
Leased Premises is not listed in the United States
Environmental Protection Agency's National Priorities List
of Hazardous Waste Sites nor any other list, schedule, log,
inventory or record of Hazardous Materials or hazardous
waste sites, whether maintained by the United States
Government or any state or local agency; and (v) that the
Leased Premises will not contain any formaldehyde, urea or
asbestos, except as may have been disclosed in writing to
Lessor by Lessee at the time of execution and delivery of
this Lease (including the report referenced above).  Lessee
agrees to indemnify and reimburse Lessor, its successors and
assigns, for:

     (a)  any breach of these representations and
warranties, and

                         (b)  any loss, damage, expense or
cost arising out of or incurred by Lessor which is the
result of a breach of, misstatement of or misrepresentation
of the above covenants, representations and warranties, and

                         (c)  any and all liability of any
kind whatsoever which Lessor may, for any cause and at any
time, sustain or incur by reason of Hazardous Materials
discovered on the Leased Premises during the term hereof or
placed or released on the Leased Premises by Lessee, except
as may have been caused by Lessor;

together with all attorneys' fees, costs and disbursements
incurred in connection with the defense of any action
against Lessor arising out of the above.  These covenants,
representations and warranties shall be deemed continuing
covenants, representations and warranties for the benefit of
Lessor, and any successors and assigns of Lessor and shall
survive expiration or sooner termination of this Lease.  The
amount of all such indemnified loss, damage, expense or
cost, shall bear interest thereon at the lesser of 15% or
the highest rate of interest allowed by law and shall become
immediately due and payable in full on demand of Lessor, its
successors and assigns.

ARTICLE 32.  ESCROWS

     Upon a default by Lessee which is uncured after the
expiration of any applicable notice and cure period, or upon
the request of Lessor's Mortgagee, if any, Lessee shall
deposit with Lessor on the first day of each and every
month, an amount equal to one-twelfth (1/12th) of the
estimated annual real estate taxes, assessments and
insurance (if the insurance is to be purchased by Lessor)
("Charges") due on the Leased Premises, or such higher
amounts reasonably determined by Lessor as necessary to
accumulate such amounts to enable Lessor to pay all charges
due and owing at least thirty (30) days prior to the date
such amounts are due and payable.  From time to time out of
such deposits Lessor will, upon the presentation to Lessor
by Lessee of the bills therefor, pay the Charges or at
Lessee's option, will upon presentation of receipted bills
therefor, reimburse Lessee for such payments made by Lessee.
In the event the deposits on hand shall not be sufficient to
pay all of the estimated Charges when the same shall become
due from time to time or the prior payments shall be less
than the currently estimated monthly amounts, then Lessee
shall pay to Lessor on demand any amount necessary to make
up the deficiency.  The excess of any such deposits shall be
credited to subsequent payments to be made for such items.
If a default or an event of default shall occur under the
terms of this Lease, Lessor may, at its option, without
being required so to do, apply any Deposit on hand to cure
the default, in such order and manner as Lessor may elect.

ARTICLE 33.  NET LEASE

     Notwithstanding anything contained herein to the
contrary it is the intent of the parties hereto that this
Lease shall be a net lease and that the Rent defined
pursuant to Article 4 should be a net Rent paid to Lessor.
Any and all other expenses including but not limited to,
maintenance, repair, insurance, taxes, and assessments,
shall be paid by Lessee.

ARTICLE 34.  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, Lessor and Lessee have respectively
signed and sealed this Lease as of the day and year first
above written.


                    LESSEE:   PARTY CITY OF ATLANTA, INC.


                                   By: /s/ Frank Buonanotte
                                        Its: CEO




             Lessor's signature appears on the following
page

                    LESSOR:   AEI NET LEASE INCOME & GROWTH
FUND
                                      XIX LIMITED
PARTNERSHIP, a Minnesota limited partnership

                    By: AEI FUND MANAGEMENT XIX, INC., a
Minnesota corporation


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





                         EXHIBIT "A"

All that tract or parcel of land lying and being in Land Lot
171, 9th District, City of Gainesville, Hall County,
Georgia, and being more particularly described as follows:

     To find the Point of Beginning Commence at the
intersection of the southerly right-of-way line of Georgia
State Route 53 (r/w varies) and the easterly right-of-way
line of Relocated Green Hill Circle (r/w varies), if said
right-of-way lines were extended to form a point instead of
a miter.

     THENCE South 48 degrees 54 minutes 00 seconds East for
a distance of 23.86 feet along the extension of the
southerly right-of-way line of Georgia State Route 53 to an
iron pin set at the intersection of the southerly right-of-
way line of Georgia Highway 53 and the easterly right-of-way
line of Relocated Green Hill Circle, said iron pin set being
the Point of Beginning.
     THENCE South 48 degrees 54 minutes 00 seconds East for
a distance of 223.00 feet along the southerly right-of-way
line of Georgia State Route 53 to an iron pin set at the
northwesterly corner of Lot 2.
     THENCE South 41 degrees 06 minutes 00 seconds West for
a distance of 60.00 feet leaving the southerly right right-
of-way line of Georgia State Route 53 and along the westerly
line of Lot 2 to a "V" cut in a curb line.
     THENCE North 48 degrees 54 minutes 00 seconds West for
a distance of 20.50 feet along the westerly line of Lot 2 to
an iron pin set.
     THENCE South 41 degrees 06 minutes 00 seconds West for
a distance of 136.48 feet along the westerly line of Lot 2
to an iron pin set.
     THENCE North 48 degrees 54 minutes 00 seconds West for
a distance of 166.20 feet along the northerly line of a
Detention Pond to an iron pin set.
     THENCE South 86 degrees 55 minutes 03 seconds West for
a distance of 40.85 feet along the northerly line of a
Detention Pond to an iron pin set on the easterly right-of-
way line of Relocated Green Hill Circle.
     THENCE the following course and distances along the
easterly right-of-way line of Relocated Green Hill Circle to
the Point of Beginning.
     Along a curve to the right having a radius of 260.00
feet and an arc length of 127.79 feet being subtended by a
chord of North 27 degrees 01 minutes 13 seconds East for a
distance of 126.51 feet to a hub and tac found
     THENCE North 41 degrees 03 minutes 05 seconds East for
a distance of 83.16 feet to a hub and tac found.
     THENCE South 87 degrees 34 minutes 02 seconds East for
a distance of 30.54 feet to an iron pin set at the
intersection of the southerly right-of-way line of Georgia
State Route 53, said iron pin set being the Point of
Beginning.

Said tract contains 1.045 acres and is depicted as "Lot 1"
on the Final Plat Phase 1, Gainesville Marker, recorded at
Plat Slide 595, Page 39A, Hall County, Georgia records.

TOGETHER WITH easements appurtenant to the subject property
contained in that certain Declaration of Restrictive
Covenants and Grant of Easements by Stafford Properties
Inc., dated February 14, 1997, recorded in Deed Book 2806,
Page 218-239, aforesaid records, as amended by Amended
Declaration of Restrictive Covenants and Grant of Easements
dated September 4, 1997, recorded in Deed Book 2962, Page
237, aforesaid records.



                         Exhibit B

                    INSURANCE REQUIREMENTS

The following instructions shall be followed with respect to
requesting insurance policies and certificates of insurance
on the Leased Premises:

1.   An original property insurance policy for "All Risk" or
"Special Cause of Loss Form" perils including all exclusions
and endorsements will be required.  The policy (s) shall be
written with a coverage amount of full Replacement Cost of
the improvements on the property.  The insured property
shall be described by street address.   In the event that it
is impossible to furnish the original policy in time for the
closing on AEI's purchase of the property, an Insurance
Certificate, form ACORD 27, detailing the policy coverage
forms, 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,
form ACORD 27, 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
reasonably acceptable to AEI, unless evidence is provided
that the property is not located in a designated flood area
or storm surge area.  Satisfactory evidence to determine if
coverage is necessary shall be a Base Flood Elevation
Certificate and/or a National Geodetic Vertical Datum (NGVD)-
National standard reference datum for elevations, formerly
referred to as mean Sea Level (MSL) of 1929.  If the
coverage is necessary, it shall be in the following amount:
$517,600.  The deductible shall not exceed $10,000 per
occurrence.

8.   Earthquake insurance shall be required, in the amounts
acceptable to AEI, unless evidence is provided that the
Leased Premises is not located in a federally designated
earthquake prone area or is not an ISO High Risk Earthquake
Zone.  The deductible shall not exceed $25,000 per
occurrence.

9.   Comprehensive general liability coverage shall be
written, with limits of $2,000,000 per occurrence and
$5,000,000 general 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 be 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 $10,000.

10.  If liquor is sold on the premises of the property,
Liquor Liability coverage (also known as Dram Shop coverage)
shall be required.  If the state in which the property is
located has a maximum recovery statute, the coverage shall
be written in that amount.  Otherwise the coverage shall be
written with limits of $2,000,000 per occurrence and
$5,000,000 general aggregate.

11.  N/A

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

     a.   The following will be used for the definition of
"AEI"-. AEI Net Lease Income & Growth Fund XIX Limited
Partnership, AEI Fund Management XIX, Inc., Robert P.
Johnson, its Individual General Partner, its successors and
assigns, and any other owners as their interests may appear.

     b.   All property policies shall name AEI as Loss Payee
and as an Additional Insured.

     c.   All liability policies shall name AEI as an
Additional Insured.

     d.   All property and liability policies shall contain
Waiver of Subrogation Endorsements waiving all rights of
subrogation, if any, against AEI as defined above.

     e.   AEI shall receive a thirty (30) day written notice
in the event of cancellation, material amendment, or
expiration without renewal of the policies.  The following
words will be crossed out: "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".

     f.   All insurance companies shall be approved in
writing by AEI, such approval not to be unreasonably
withheld or delayed subject to the terms of hereof.

     g.   All property and liability insurance policies
maybe reviewed no more frequently than quarterly regarding
their coverages and adjusted to commercially reasonable
limited and deductibles at the option of AEI.

13.  These requirements are the minimum of AEI and no way
prohibits the tenant of purchasing additional coverages to
meet the needs of the Lessee.


Merrill Lynch

          LANDLORD'S SUBORDINATION AGREEMENT

The undersigned Landlord is the record owner and lessor to
PARY CITY OF ATLANTA, INC. ("Tenant") of the real property
commonly known as 679 Dawsonville Hwy, Gainesville, GA
30501 (the "Premises").

Landlord has been advised that MERRILL LYNCH BUSINESS
FINANCIAL SERVICES INC. ("MLBFS") has or is about to extend
or continue to extend credit to or for the benefit of
Tenant, or for the benefit of a third party based upon the
credit and/or collateral of Tenant, and in connection
therewith that Tenant has granted or is about to grant to
MLBFS a security interest in, among other collateral, the
following property of Tenant: to wit *, whether now owned or
hereafter acquired by Tenant ("MLBFS' Collateral") Among
other conditions thereof, MLBFS has required that Landlord
executed and deliver this Agreement.

Accordingly, and for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged.  Landlord
hereby agrees as follows:

1.   Landlord hereby subordinates for the benefit of MLBFS,
and with respect to all present and future obligations of or
secured by Tenant to MLBFS, any right or interest in MLBFS'
Collateral which, but for this Agreement, would or might be
prior to the security interests of MLBFS, as aforesaid; and
Landlord agrees so long as Tenant shall be obligated to
MLBFS, it will not, without the prior consent of MLBFS,
exercise any right under local law to levy or distrain upon
any of MLBFS' Collateral.

2.   Landlord further agrees that in the event that MLBFS
shall at any time seek to take possession of or remove all
or any part of MLBFS' Collateral from the Premises, Landlord
will not hinder the same or interfere or object thereto, and
Landlord hereby consents to MLBFS' entry upon the Premises
for such purposes; provided, however, that: (I) any such
removal shall be made during reasonable business
hours,**(ii) MLBFS shall not, without the prior written
consent of Landlord, conduct any public or auction sale on
the Premises; and (iii) MLBFS shall promptly at its expense
repair any damage to the Premises directly caused by any
such removal by MLBFS or its agents of MLBFS' Collateral
from the Premises.

This agreement shall be binding upon and shall inure to the
benefit of Landlord and it successors, assigns, heirs and/or
personal representatives, as applicable, and MLBFS and its
successors and assigns.

Dated as of

Landlord:  see next page

By:



               Addendum to Landlord's Subordination
Agreement

     *    all removable equipment, inventory, removable
trade fixtures, and other personal property, including but
not limited to such items as display cases, counters, and
shelving, (but not including ceilings, lighting, HVAC,
plumbing fixtures, or other items normally considered part
of the real property)

     **   after five business days written notice to
Landlord.

Dated as of June 12, 1997

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

By:  AEI FUND MANAGEMENT XIX, INC.

     By:  /s/ Mark E Larson
          Mark E Larson, Secretary, Treasurer