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 E Larson
                       Mark Larson, Chief Financial Officer


               AEI Real Estate Fund XVIII Limited Partnership

               By:  AEI Fund Management XVIII, Inc.

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


              AEI Net Lease Income & Growth Fund XIX Limited
              Partnership

              By:  AEI Fund Management XIX, Inc.

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


              AEI Private Net Lease Millennium Fund Limited
              Partnership

              By:  AEI Fund Management XVIII, Inc.

              By: /s/ Mark E 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
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 0 09' 13" East, a  distance
of 90.00 feet to a point; thence 152.48 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  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  line  of Georgia Lane (R/W varies): thence along said  miter
South  57 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 51.07 feet  to
a  point:  thence 268. 57 feet along a curve to the  right,  said
curve  having a chord of South 15 04' 23" West 263.00 feet and  a
radius of 409.50 feet to a point; thence South 34 52 08" West,  a
distance  of  175.47 feet to a concrete nail set; thence  leaving
said R/W the 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 or 112962 square feet.


TOGETHER 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, Job  Number
28812