FIRST AMENDMENT TO NET LEASE AGREEMENT



      THIS  AMENDMENT TO NET  LEASE AGREEMENT, made  and  entered
into  effective  as  of the 20th day of November,  1998,  by  and
between  AEI  Real  Estate  Fund  XVIII  Limited  Partnership,  a
Minnesota limited partnership whose corporate general partner  is
AEI  Fund Management XVIII, Inc., a Minnesota corporation  ("Fund
XVIII");  AEI  Net  Lease  Income  &  Growth  Fund  XIX   Limited
Partnership,  a  Minnesota  limited partnership  whose  corporate
general  partner  is AEI Fund Management XIX, Inc.,  a  Minnesota
corporation ("Fund XIX"); and Robert P. Johnson ("Johnson"),  all
of whose principal business address is 1300 Minnesota World Trade
Center,  30  East  Seventh  Street,  St.  Paul,  Minnesota  55101
(hereinafter   collectively  referred  to   as   "Lessor"),   and
Tumbleweed,   LLC.,   a   Kentucky  limited   liability   company
(hereinafter  referred to as "Lessee"), whose principal  business
address is 1900 Mellwood Avenue, Louisville, Kentucky;

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property  and  improvements  located at  Chillicothe,  Ohio,  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  April 13, 1998 (the ALease@) 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 Fifteen (15)
consecutive  "Lease  Years", as hereinafter  defined,  commencing
November  20th, 1998, plus the period commencing April  13,  1998
("Occupancy  Date") through November 20th, with the  contemplated
initial term hereof ending on November 30, 2013.

     (B)  The first full Lease Year shall commence on the date of
this First Amendment and continue through November 30, 1999.



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
Years:   Lessee  shall  pay to Lessor  an  annual  Base  Rent  of
$127,363.93,  which amount shall be payable  in  advance  on  the
first day of each month in equal monthly installments of $4776.15
to  Fund XVIII, $4,245.46 to Fund XIX, and $  1,592.05 to  Robert
P.  Johnson.  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.

Article  35 is hereby deleted in its entirety; Lessor and  Lessee
agree  that  the  referenced Development Financing  Agreement  is
terminated  in  accordance with its terms.  All other  terms  and
conditions of the Lease shall remain in full force and effect.

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

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;

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.

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:  Tumbleweed, LLC.,

                              By:/s/ James Mulrooney
                              Its:EVP & CFO

Witness
/s/ Kristen Sipes
    Kristen Sipes
Print Name

Witness
/s/ Tami Embry
    Tami Embry
Print Name




STATE OF KENTUCKY   )
                    )SS.
COUNTY OF JEFFERSON)


      The  foregoing instrument was acknowledged before  me  this
16th  day of November, 1998, by James M Mulrooney, as Exec  VP  &
CFO  of  Tumbleweed,  LLC, on behalf of  said  limited  liability
company.

                     /s/ Donna Sanders
                         Notary Public

                                        [notary seal]




          [Remainder of page intentionally left blank]



                         LESSOR:

                         AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

                         By:  AEI Fund Management XVIII, Inc.
Witness
/s/ Thomas E Lehmann     By:/s/ Robert P Johnson
    Thomas E Lehmann            Robert P. Johnson, President
Print Name


Witness
/s/ Daniel G Happee
    Daniel G Happee
Print Name


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 20th
day  of November, 1998, by Robert P Johnson, the President of AEI
Fund  Management XVIII, Inc., a Minnesota corporation,  corporate
general   partner   of  AEI  Real  Estate  Fund   XVIII   Limited
Partnership, on behalf of said limited partnership.

                              /s/ Barbra J Kochevar
                                  Notary Public

          [notary seal]




[Remainder of page intentionally left blank]



                              AEI NET LEASE INCOME & GROWTH FUND XIX
                              LIMITED PARTNERSHIP

                              By:  AEI Fund Management XIX, Inc.
Witness
/s/ Thomas E Lehmann          By: /s/ Robert P Johnson
    Thomas E Lehmann                  Robert P. Johnson, President
Print Name


Witness
/s/ Daniel G Happee
    Daniel G Happee
Print Name


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 20th
day  of November, 1998, by Robert P Johnson, the President of AEI
Fund  Management  XIX,  Inc., a Minnesota corporation,  corporate
general  partner of AEI Real Estate Fund XIX Limited Partnership,
on behalf of said limited partnership.

                              /s/ Barbara J Kochevar
                                  Notary Public

[notary seal]




[Remainder of page intentionally left blank]


                              ROBERT P. JOHNSON, INDIVIDUALLY

Witness
/s/ Thomas E Lehmann          By:/s/ Robert P Johnson
    Thomas E Lehmann                 Robert P. Johnson
Print Name


Witness
/s/ Daniel G Happee
    Daniel G Happee
Print Name

STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 20th
day of November, 1998, by Robert P. Johnson.

                              /s/ Barbara J Kochevar
                                  Notary Public
[notary seal]







                         Exhibit "A"

1150 North Bridge Street, Chillicothe, Ohio

Situate  in  the  City of Chillicothe, County of Ross,  State  of
Ohio,  being part of the 15.983 acre tract conveyed to  The  ABCO
Land Development Corp. And the The Beerman Corporation (Deed Vol.
534 Page 800 Ross County Deed Records), bounded and described  as
follows:

Beginning at an iron pin set in the west R/W line of North Bridge
Street  (aka  State Route 159 and Business Loop U.S.  Route  23),
said  iron pin being the northeast corner of the 0.723 acre tract
leased  to  RTM  Operating Company, a Delaware Corporation  (O.R.
Vol. 77 Page 0691) (Arby's Restaurant);

thence  with the north line of said 0.723 acre tract, N  86  deg.
23' 40" W. 150.77 ft. to a Mag-Nail

thence  with new lines through the tract of which this is a  part
the following (2) courses,
1. N. 03 deg. 36' 20" E. 200.00 ft. to a Mag-Nail set and
2. S. 86 deg. 23' 40" E. 152.29 ft. to a Mag-Nail set;

thence with the west R/W line of North Bridge Street and with the
east  line of the tract of which this is a part, S. 04  deg.  02'
25"  W.  200.01  ft. to the point of beginning, containing  0.696
acres,  subject  to  all  easements and rights-of-way  of  record
pertinent to this tract.