FIRST AMENDMENT TO NET LEASE AGREEMENT


THIS  AMENDMENT  TO NET  LEASE AGREEMENT, made and  entered  into
effective  as of the 28th day of December, 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"),
and  AEI  Net Lease Income & Growth Fund XIX Limited Partnership,
whose corporate general partner is AEI Fund Management XIX, Inc.,
a  Minnesota  corporation ("Fund XIX"), both 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 East Broad Street, Columbus,
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 Fund XVIII have  entered  into  that
certain  Net  Lease  Agreement dated May 1,  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;

WHEREAS, Lessor Fund XVIII has sold an undivided 60% interest  as
a  Tenant in Common in the Leased Premises and the Lease to  Fund
XIX;

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
December  28th,  1998,  plus the period commencing  May  1,  1998
("Occupancy  Date") through December, 28th, with the contemplated
initial term hereof ending on December 30, 2013.

(B)  The first full Lease Year shall commence on the date of this
First Amendment and continue through December 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  $138,503.13,
which amount shall be payable in advance on the first day of each
month  in  equal monthly installments of $4,616.77 to Fund  XVIII
and of $6,925.16 to 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.

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: Executive Vice President & CFO

Witness
/s/ Tracy Abner
    Tracy Abner
Print Name

Witness
/s/ Lisa Hale
    Lisa Hale
Print Name




STATE OF KENTUCKY)
                   )SS.
COUNTY OF JEFFERSON)


The foregoing instrument was acknowledged before me this 23rd day
of December, 1998, by James Mulrooney, as Exec VP & CFO of
Tumbleweed, LLC, on behalf of said limited liability company.

                /s/ Donna Sanders
                    Notary Public


/s/ my commission
    expires 6-29-2000





          [Remainder of page intentionally left blank]


                         LESSOR:

                         AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP

                         By:  AEI Fund Management XVIII, Inc.
Witness
/s/ Daniel G Happe       By: /s/ Robert P Johnson
    Daniel G Happe               Robert P. Johnson, President
Print Name


Witness
/s/ Rick J Vitale
    Rick J Vitale
Print Name


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

The foregoing instrument was acknowledged before me the 28th day
of December, 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/ Stacey R.E. Jones
                             Notary Public


[notary seal]
LEASE AMENDMENT, TUMBLEWEED, COLUMBUS, OHIO



[Remainder of page intentionally left blank]





LESSOR:

AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP

                         By:  AEI Fund Management XIX, Inc.
Witness
/s/ Daniel G Happe       By:/s/ Robert P Johnson
    Daniel G Happe              Robert P. Johnson, President
Print Name


Witness
/s/ Rick J Vitale
    Rick J Vitale
Print Name


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

The foregoing instrument was acknowledged before me the 28th day
of December, 1998, by Robert P Johnson, the President of AEI Fund
Management XIX, Inc., a Minnesota corporation, corporate general
partner of AEI Net Lease Income & Growth Fund XIX Limited
Partnership, on behalf of said limited partnership.

                                   /s/ Stacey R. E. Jones
                                       Notary Public


[notary seal]


LEASE AMENDMENT, TUMBLEWEED, COLUMBUS, OHIO