PURCHASE AGREEMENT
                           Party City
                      Gainesville, Georgia

This AGREEMENT, entered into effective as of the 7th of February,
2003.

l.  PARTIES.  Seller is AEI Net Lease Income &  Growth  Fund  XIX
Limited  Partnership, a Minnesota Limited Partnership which  owns
an  undivided 100% interest in the fee title to that certain real
property  legally  described in the  attached  Exhibit  "A"  (the
"Property").  Buyer is Big G of Athens, Inc.   Seller  wishes  to
sell and Buyer wishes to buy the Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
consists  of  an  undivided 100% interest the Property.    Seller
owns no interest in any personal property in connection with  the
Property.

3.  PURCHASE  PRICE.  The purchase price  for  this  Property  is
$1,811,000.00, all cash.

4.  TERMS.  The purchase price for the Property will be  paid  by
Buyer as follows:

     (a)  When this agreement is executed, Buyer will pay $100,000 to
        Seller (which shall be deposited into escrow according to the
        terms hereof) (the "First Payment").  The First Payment will be
        credited against the purchase price when and if escrow closes and
        the sale is completed.

     (b)   Buyer  will deposit the balance of the purchase price,
        $1,711,000.00 (the Second Payment")  into escrow in sufficient
        time to allow escrow to close on the closing date.

5.  CLOSING DATE.  Escrow shall close thirty days after  the  due
diligence period.

6.  DUE  DILIGENCE.  Buyer  will have  until  the  expiration  of
fourteen  days  from the effective date hereof  to  (at  his  own
expense) perform and/or review any structural, environmental,  or
engineering  studies including all site plans, surveys,  and  any
environmental reports, etc.  Buyer agrees to indemnify  and  hold
Seller harmless for any loss or damage to the Property or persons
caused  by  Buyer  or  its agents arising out  of  such  physical
inspections  of  the Property.  Subject to Paragraph  16  hereof,
unless  Buyer shall terminate this Agreement in writing prior  to
the   expiration  of  the  Site  Inspection  Period,  this   site
inspection contingency to Buyer's obligations hereunder shall  be
deemed satisfied.

Buyer  will  have  until  the expiration of  fourteen  days  (The
"Review Period") after delivery of each of following items, to be
supplied  by Seller, to conduct all of its other inspections  and
due  diligence  and  satisfy  itself  regarding  each  item,  the
Property, and this transaction.

     (a)  One copy of a title insurance commitment for an Owner's
        Title insurance policy (see paragraph 8 below).

     (b)  A copy of a Certificate of Occupancy or other such document
        certifying completion and granting permission to permanently
        occupy the improvements on the Property as are in Seller's
        possession.

     (c)   A  copy  of an "as built" survey of the Property  done
        concurrent with Seller's acquisition of the Property, if in
        Seller's possession.

     (d)  A copy of any Phase I Environmental Report on the Property,
        if in Seller's possession.

     (e)  Lease (as further set forth in paragraph 11(a) below) of the
        Property showing occupancy date, lease expiration date, rent, and
        Guarantees, if any, accompanied by such tenant  financial
        statements as may have been provided most recently to Seller by
        the Tenant and/or Guarantors.

      Buyer may cancel this agreement for any reason in its  sole
discretion by delivering a cancellation notice, to Seller  before
the  expiration of the Review Period. Such notice shall be deemed
effective  upon  receipt by Seller. Such notice shall  be  deemed
effective by way of facsimile from Buyer to Seller up to midnight
of the last day of the Review Period.  The last day of the Review
Period  shall  be  February 21, 2003. If this  Agreement  is  not
cancelled  as  set forth above, the First Payment shall  be  non-
refundable unless Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  section  6  of  this
Agreement  (which will survive), Buyer (after execution  of  such
documents   reasonably  requested  by  Seller  to  evidence   the
termination  hereof)  shall be returned its  First  Payment,  and
Buyer  will have absolutely no rights, claims or interest of  any
type  in  connection  with  the  Property  or  this  transaction,
regardless of any alleged conduct by Seller or anyone else.

      Unless this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller  may, at its option, retain the First Payment and  declare
this Agreement null and void, in which event Buyer will be deemed
to  have canceled this Agreement and relinquish all rights in and
to  the Property, or Seller may exercise its rights under Section
14  hereof.   If  this Agreement is not canceled  and  the  First
Payment  and  the Second Payment are made when required,  all  of
Buyer's conditions and contingencies will be deemed satisfied.

7.  ESCROW.  Escrow shall be opened by Seller  at  Lawyers  Title
Insurance   Corporation  and  funds  deposited  in  escrow   upon
acceptance  of  this Agreement by both parties. A  copy  of  this
Agreement  will be delivered to the escrow holder and will  serve
as escrow instructions together with the escrow holder's standard
instructions  and  any additional instructions  required  by  the
escrow  holder to clarify its rights and duties. If there is  any
conflict  between  these other instructions and  this  Agreement,
this Agreement will control.

8.   TITLE.  Closing  will be conditioned  on  the  agreement  of
Lawyers Title Insurance Corporation to issue an Owner's policy of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions; current real property  taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph  11  below;
all  matters of public record; and other items disclosed to Buyer
during the Review Period.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability thereto, said objections to be made in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed sixty (60) days to make such title marketable  or  in
the  alternative  to  obtain  a commitment  for  insurable  title
insuring over Buyer's objections.  If Seller shall decide to make
no  efforts to make title marketable, or is unable to make  title
marketable or obtain insurable title, Buyer's First Payment  will
be   returned  (after  execution  by  Buyer  of  such   documents
reasonably  requested  by  Seller  to  evidence  the  termination
hereof)  and  this Agreement shall be null and  void  and  of  no
further force and effect.  Seller has no obligation to spend  any
funds or make any effort to satisfy Buyer's objections, if any.

      Pending  satisfaction of Buyer's objections,  the  payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
to  the  Buyer of satisfaction of Buyer's objections, the parties
shall perform this Agreement according to its terms.

9.   CLOSING  COSTS.  Buyer shall pay up to 1.5  percent  of  the
  Purchase  Price  toward  closing  costs,  which  shall  include
  escrow  fees,  all recording fees, transfer taxes  and  clerk's
  fees  imposed upon the recording of the deed, the cost  of  the
  title  commitment,  the  cost of an update  to  the  Survey  in
  Sellers  possession (if an update is required  by  Buyer),  and
  the  cost  of issuing a Standard Owners Title Insurance  Policy
  in  the  full  amount  of the purchase price,  if  Buyer  shall
  decide  to  purchase the same.  Seller shall  pay  any  Closing
  Costs  in excess of 1.5 percent of the Purchase Price, and  any
  brokerage  commissions payable.  Each party will  pay  its  own
  attorney's   fees  and  costs  to  document  and   close   this
  transaction.

  At  the  time of closing seller will pay a referral fee to  The
  Commercial  Group  @ ORRICO REALTY and The Hokayem  Company  in
  the amount of $18,110 each.

10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

     (a)  Because the Property is subject to a triple  net  lease
     (as  further  set forth in paragraph 11(a)(i),  the  parties
     acknowledge  that there shall be no need for a  real  estate
     tax  proration.   However, Seller  warrants  that  all  real
     estate taxes and installments of special assessments due and
     payable in all years prior to the year of Closing have  been
     paid  in  full.  Unpaid real estate taxes and unpaid  levied
     and  pending  special assessments existing on  the  date  of
     Closing  shall  be  the responsibility of Buyer,  pro-rated,
     however,  to  the  date of closing for the period  prior  to
     closing.   Taxes  and special assessments prior  to  closing
     shall  be the responsibility of Seller, if Tenant shall  not
     pay  the  same. Buyer shall likewise pay all taxes  due  and
     payable   in   the  year  after  Closing  and   any   unpaid
     installments  of special assessments payable  therewith  and
     thereafter,  if  such  unpaid  levied  and  pending  special
     assessments and real estate taxes are not paid by any tenant
     of the Property.

     (b)  All income and all operating expenses from the Property
     shall  be prorated between the parties and adjusted by  them
     as  of the date of Closing.  Seller shall be entitled to all
     income  earned  and shall be responsible  for  all  expenses
     incurred  prior to the date of Closing, and Buyer  shall  be
     entitled  to all income earned and shall be responsible  for
     all operating expenses of the Property incurred on and after
     the date of closing.


11.  Seller's Representation and Agreements.

     (a)  Seller represents and warrants as of this date that:

        (i)  Except for the Lease Agreement in existence between AEI Net
             Lease Income & Growth Fund XIX Limited Partnership (as Lessor)
             and Party City of Atlanta, Inc. (as Lessee), dated December 18,
             1997 (the "Lease"), Seller is not aware of any leases of the
             Property.
        (ii) It is not aware of any pending litigation or condemnation
             proceedings against the Property or Seller's interest in the
             Property.

        (iii)Except  as previously disclosed to Buyer  and  as
             permitted in paragraph (b) below, Seller is not aware of any
             contracts Seller has executed that would be binding on Buyer
             after the closing date.

     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding  on  Buyer  after the Closing Date  without  Buyer's
     prior consent, which will not be unreasonably withheld.

12.  DISCLOSURES.

     (a)   Seller  has not received any notice of  any  material,
     physical,  or mechanical defects of the Property,  including
     without limitation, the plumbing, heating, air conditioning,
     ventilating, and electrical systems. To the best of Seller's
     knowledge  without  inquiry, all  such  items  are  in  good
     operating  condition and repair and in compliance  with  all
     applicable   governmental,  zoning,  and  land   use   laws,
     ordinances,  regulations and requirements.  If Seller  shall
     receive any notice to the contrary prior to Closing,  Seller
     will inform Buyer prior to Closing.

     (b)   Seller  has not received any notice that the  use  and
     operation  of  the Property is not in full  compliance  with
     applicable  building codes, safety, fire, zoning,  and  land
     use  laws,  and  other applicable local, state  and  federal
     laws,  ordinances, regulations and requirements.  If  Seller
     shall  receive any notice to the contrary prior to  Closing,
     Seller will inform Buyer prior to Closing.

     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  Tenant from using and operating  the  Property
     after  the  Closing in the manner in which the Property  has
     been  used and operated prior to the date of this Agreement.
     If  Seller shall receive any notice to the contrary prior to
     Closing, Seller will inform Buyer prior to Closing.

     (d)  Seller has not received any notice that the Property is
     in  violation of any federal, state or local law, ordinance,
     or   regulations  relating  to  industrial  hygiene  or  the
     environmental  conditions on, under, or about the  Property,
     including,   but  not  limited  to,  soil,  and  groundwater
     conditions.  To the best of Seller's knowledge, there is  no
     proceeding  or  inquiry by any governmental  authority  with
     respect  to  the  presence  of Hazardous  Materials  on  the
     Property or the migration of Hazardous Materials from or  to
     other  property.   Buyer agrees that  Seller  will  have  no
     liability  of  any  type  to Buyer  or  Buyer's  successors,
     assigns,  or  affiliates in connection  with  any  Hazardous
     Materials  on  or  in  connection with the  Property  either
     before  or  after  the Closing Date, except  such  Hazardous
     Materials on or in connection with the Property arising  out
     of  Seller's gross negligence or intentional misconduct.  If
     Seller  shall  receive any notice to the contrary  prior  to
     Closing, Seller will inform Buyer prior to Closing.

     (e)   Buyer agrees that it shall be purchasing the  Property
     in  its  then present condition, as is, where is, and Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.

     (f)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information  on the Lessee and Guarantors of  the  Lease  as
     Buyer   or  its  advisors  shall  request,  if  in  Seller's
     possession, Buyer is relying solely on its own investigation
     of  the  Property  and  not on any information  provided  by
     Seller or to be provided except as set forth herein.   Buyer
     further acknowledges that the information provided and to be
     provided  by  Seller with respect to the  Property,  to  the
     Lessee, and to the Guarantors of Lease was obtained  from  a
     variety   of  sources  and  Seller  neither  (a)  has   made
     independent   investigation   or   verification   of    such
     information,  or  (b) makes any representations  as  to  the
     accuracy  or  completeness  of such  information  except  as
     herein set forth.  The sale of the Property as provided  for
     herein  is  made  on an "AS IS" basis, and  Buyer  expressly
     acknowledges  that, in consideration of  the  agreements  of
     Seller  herein,  except  as otherwise  specified  herein  in
     paragraph 11(a) and (b) above and this paragraph 12,  Seller
     makes no Warranty or representation, Express or Implied,  or
     arising by operation of law, including, but not limited  to,
     any  warranty  of  condition,  habitability,  tenantability,
     suitability  for  commercial purposes,  merchantability,  or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.

     The provisions (d) - (f) above shall survive Closing.

13.  CLOSING.

     (a)       On or before the closing date, Seller will deposit into
     escrow an executed special warranty deed warranting title against
     lawful claims by, through, or under a conveyance from Seller, but
     not  further or otherwise, conveying insurable title of  the
     Property  to  Buyer, subject to the exceptions contained  in
     paragraph  8  above.  Seller will also deliver  an  Estoppel
     Certificate certified by Seller (or if available, by Lessee) as
     to the absence of known defaults by Lessee and Lessor under the
     Lease.

     (b)       On or before the closing date, Buyer will deposit into
     escrow: the balance of the Purchase Price when required under
     Section 4; any additional funds required of Buyer (pursuant to
     this agreement or any other agreement executed by Buyer) to close
     escrow.  Both parties will deliver to the escrow holder any other
     documents reasonably required by the escrow holder to  close
     escrow.

     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   DEFAULTS.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer. In addition, Seller shall retain all remedies available to
Seller at law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which  actions
by  Buyer shall be null and void), unless: it has paid the  First
Payment,  deposited  the balance of the Second  Payment  for  the
Purchase   Price  into  escrow,  performed  all  of   its   other
obligations  and  satisfied all conditions under this  Agreement,
and  unconditionally  notified Seller that  it  stands  ready  to
tender  full performance, purchase the Property and close  escrow
as  per  this  Agreement, regardless of any  alleged  default  or
misconduct by Seller.  Provided, however, that in no event  shall
Seller  be  liable  for  any actual, punitive,  consequential  or
speculative  damages  arising  out  of  any  default  by   Seller
hereunder.

15.  BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.

     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds (pro-rata in relation to  the  Property)
     resulting from said damage or destruction to the extent that
     the same are payable with respect to damage to the Property,
     subject to rights of any Tenant of the Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Property, subject to rights of any Tenant of the Property.

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Property, subject to rights of any Tenant
     of the Property.

      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof.)

17.  BUYER'S 1031 TAX FREE EXCHANGE.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify  for such tax treatment, nor has there been any  reliance
thereon by Buyer respecting the legal or tax implications of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.

      Buyer  wishes  to  novate/assign the ownership  rights  and
interest  of this Purchase Agreement to Georgia Property Exchange
Group,  Inc., a tax free exchange intermediary who  will  act  as
Accommodator  to  perfect  the  1031  exchange  by  preparing  an
agreement  of exchange of Real Property whereby Georgia  Property
Exchange Group, Inc., a tax free exchange intermediary will be an
independent  third  party purchasing the  ownership  interest  in
subject  property from Seller and selling the ownership  interest
in  subject property to Buyer under the same terms and conditions
as documented in this Purchase Agreement.  Buyer asks the Seller,
and  Seller  agrees  to cooperate in the perfection  of  such  an
exchange  if at no additional cost or expense to Seller or  delay
in time.  Buyer hereby indemnifies and holds Seller harmless from
any claims and/or actions resulting from said exchange.  Pursuant
to  the direction of Georgia Property Exchange Group, Inc., a tax
free  exchange  intermediary, Seller will deed  the  property  to
Buyer.

18.  CANCELLATION.

      If any party elects to cancel this Agreement because of any
breach  by another party or because escrow fails to close by  the
agreed date, the party electing to cancel shall deliver to escrow
agent a notice containing the address of the party in breach  and
stating that this Agreement shall be cancelled unless the  breach
is  cured within 13 days following the delivery of the notice  to
the  escrow  agent.   Within three days  after  receipt  of  such
notice,  the escrow agent shall send it by United States Mail  to
the party in breach at the address contained in the Notice and no
further  notice  shall be required. If the breach  is  not  cured
within  the 13 days following the delivery of the notice  to  the
escrow agent, this Agreement shall be cancelled.

19.  MISCELLANEOUS.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)  If this escrow has not closed by April 11, 2003 through
     no  fault  of  Seller, Seller may either, at  its  election,
     extend the closing date or exercise any remedy available  to
     it by law, including terminating this Agreement.

     (c)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.

     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.

     If to Seller:

          AEI Net Lease Income & Growth Fund XIX Limited Partnership
          30 East Seventh Street, Suite 1300
          St. Paul, MN 55101

     If to Buyer:

          Big G of Athens, Inc.
          P.O. Box 389
          Gainesville, Georgia 30503-0389

      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.

      This  Agreement  shall be governed by, and  interpreted  in
accordance with, the laws of the state of  Georgia.
















      IN WITNESS WHEREOF, the Seller and Buyer have executed this
      Agreement effective as of the day and year above first written.


BUYER:    Big G of Athens, Inc.

          By:   /s/ Jeff Reedy, President
                    Jeff Reedy, President





SELLER:   AEI Net Lease Income & Growth Fund XIX Limited
          Partnership, a Minnesota limited partnership

          By:   AEI Fund Management XIX, Inc., a Minnesota corporation,
                its corporate general partner

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





      (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)


                           EXHIBIT "A"

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

          To find the Point of Beginning Commence of the
     intersection of the southerly right-of-way line of Georgia
     Sate 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 meter.

          THENCE South 48 degrees 54 minutes 00 seconds East for
     a distance of 23.66 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 Relocated Green Hill Circle, said iron pin set
     being the Point of Beginning.

          THENCE South 48 degrees 54 minutes 00 seconds West 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 48 degrees 54 minutes 00 seconds West for
     a distance of 60 feet leaving the southerly right-of-way
     line of Georgia State Route 53 and along the westerly line
     of Lot 2 to an iron pin set.

          THENCE North 48 degrees 06 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 sublended 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 63.16 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 is depicted as "Lot 1" on the
Final Plat Phase 1, Gainesville Market, 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, Pages 218-239,
Hall County, Georgia records.