FIRST AMENDMENT TO NET LEASE AGREEMENT


      THIS  AMENDMENT TO NET  LEASE AGREEMENT, made  and  entered
into  effective  as  of the 3rd day of September,  1998,  by  and
between  AEI Real Estate Fund XV Limited Partnership (hereinafter
"Fund  XV"),  AEI  Real  Estate  Fund  XVII  Limited  Partnership
(hereinafter  "Fund  XVII"), AEI Real Estate Fund  XVIII  Limited
Partnership (hereinafter "Fund XVIII"), and AEI Net Lease  Income
&  Growth Fund XIX Limited Partnership (hereinafter "Fund  XIX"),
(collectively "Lessor"),whose principal business address is  1300
Minnesota  World Trade Center, 30 East Seventh Street, St.  Paul,
Minnesota  55101,  and Champps Entertainment, Inc.,  a  Minnesota
corporation ("Lessee"), whose principal business address  is  One
Corporate Place, 55 Ferncroft Road, Danvers, Ma. 01923;

                          WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at Troy, Michigan, 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  December  23,  1997  (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 Twenty  (20)
consecutive "Lease Years", as hereinafter defined, commencing  on
December  23,  1997  ("Occupancy Date"), plus the  period  ending
September  2,  1998,  with the contemplated initial  term  hereof
ending on October 31, 2018.

     (B)  The first full Lease Year shall commence on the date of
this First Amendment and continue through October 31, 1999.

2.   Article 4(A) of the Lease shall henceforth read as follows:


ARTICLE 4.  RENT PAYMENTS

      (A)   Annual Rent Payable for the first, second, and  third
Lease  Years:  Lessee shall pay to Lessor an annual Base Rent  of
$511,922.67,  which amount shall be payable  in  advance  on  the
first day of each month in monthly installments of $11,112.99  to
Fund  XV, $11,112.99 to Fund XVII, $10,217.12 to Fund XVIII,  and
$10,217.12  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.

3.    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.

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

5.    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;

6.    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.

7.    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:  CHAMPPS ENTERTAINMENT, INC.

                                   By:/s/ Donna Deporan
                                   Its:Vice President






STATE OF Massachusetts)
                        )SS.
COUNTY OF Essex)


      The  foregoing instrument was acknowledged before  me  this
27th  day  of  August, 1998, by Donna Deporan, as VP  of  Champps
Entertainment, Inc. on behalf of said corporation.

                         /s/ Jane Blanchette
                             Notary Public






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                      LESSOR: AEI REAL ESTATE FUND XV
                              LIMITED PARTNERSHIP, a 
                              Minnesota limited partnership

                              By: AEI FUND MANAGEMENT 86-A, INC.,
                                  a Minnesota corporation


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


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management 86-A, Inc., a Minnesota corporation,
corporate general partner of AEI Real Estate Fund XV Limited
Partnership, on behalf of said limited partnership.

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




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                              AEI REAL ESTATE FUND XVII LIMITED
                              PARTNERSHIP, a Minnesota limited
                              partnership

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


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




STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 3rd
day of September, 1998, by Robert P. Johnson, the President of
AEI Fund Management XVII, Inc., a Minnesota corporation,
corporate general partner of AEI Real Estate Fund XVII Limited
Partnership, on behalf of said limited partnership.

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





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                              AEI REAL ESTATE FUND XVIII LIMITED
                              PARTNERSHIP, a Minnesota limited
                              partnership

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


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


STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 3rd
day of September, 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/ Barbara J Kochevar
     [notary seal]                 Notary Public






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                              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
 

STATE OF MINNESOTA  )
                              )SS.
COUNTY OF RAMSEY    )

     The foregoing instrument was acknowledged before me the 3rd
day of September, 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/ Barbara J Kochevar
          [notary seal]            Notary Public







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                              Exhibit A


Lot 1, Big Beaver Park Condominium, a condominium, created by
Master Deed dated August 12, 1997, and recorded in Oakland County
Recorder's Office in Liver 17559, Page 647, Oakland County,
Michigan.