ASSIGNMENT OF LEASE


STATE OF TEXAS

COUNTY OF DALLAS

      This Assignment of Lease is made by and between VR PARTNERS
I,  L.P., a Texas limited partnership ("Assignor"), and  AEI  Net
Lease  Income  & Growth Fund XIX Limited Partnership,  as  to  an
undivided  fifty percent (50.0%) interest as a tenant in  common,
and AEI Net Lease Income & Growth Fund XX Limited Partnership, as
to  an  undivided fifty percent (50.0%) interest as a  tenant  in
common (together, collectively the "Assignee").

                           WITNESSETH:

      Assignor  (or its predecessors in interest) has  heretofore
entered into that certain Lease (the "Lease") with Tractor Supply
Company,  as tenant (the "Tenant") dated September 16,  1997,  as
amended by that certain Amendment No. 1 dated December 15,  1997,
which Lease covers the Property located at 1740 N. Beltline Road,
Mesquite,  Texas as more particularly described  on  Exhibit  "A"
attached hereto and made a part hereof (the "Property").  A  copy
of  the  Lease is attached hereto as Exhibit "B" and made a  part
hereof.

      As part of a simultaneous sale by Assignor and purchase  by
Assignee  of  the  Property, Assignee desires  to  purchase  from
Assignor,  and Assignor desires to sell and assign  to  Assignee,
the Lease and the leasehold estate created thereby.

     Assignor is the Landlord under the Lease with full right and
title  to  assign the Lease and the rent to Assignee as  provided
herein.  The Lease is valid, in full force and effect and has not
been modified or amended, except as shown in Exhibit "B" attached
hereto  and  made a part hereof.  To Assignor's actual knowledge,
there  is  no default by Tenant under the Lease and no  rent  has
been waived.

     NOW, THEREFORE, for and in consideration of the premises and
the  agreements and covenants herein set forth, together with the
sum  of  Ten  and  No/100 Dollars ($10.00)  and  other  good  and
valuable  consideration this day paid and delivered  by  Assignee
and  Assignor,  the receipt and sufficiency of all  of  which  by
Assignor  are  hereby confessed and acknowledged,  Assignor  does
hereby  ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee  all
of  Assignor's  right, title and interest in and to  all  of  the
Lease  and the leasehold estates created thereby, and all of  the
rights,  benefits  and  privileges of  the  landlord  thereunder,
including  without  limitation an amount of  cash  equal  to  all
security  deposits and prepaid rentals made under the  Lease  and
not forfeited, credited or returned to Tenant, but subject to all
terms, conditions, reservations and limitations set forth in  the
Lease.

      TO HAVE AND TO HOLD the Lease unto Assignee, its successors
and  assigns,  and  Assignor  does hereby  bind  itself  and  its
successors to WARRANT and FOREVER DEFEND the Lease unto Assignee,
its  successors  and  assigns, against  every  person  whomsoever
lawfully  claiming  or  attempting to claim  same,  or  any  part
thereof.

      It  is  specifically  agreed that  Assignor  shall  not  be
responsible  to the Tenant under the Lease for the discharge  and
performance of any and all duties and obligations to be performed
and/or  discharged by the landlord thereunder, which shall accrue
or be performable from and after the date hereof. Assignee hereby
agrees  to indemnify and hold Assignor harmless from and  against
any  and all loss, liability, claims or causes of action asserted
by  the  Tenant  under the Lease arising out of  or  relating  to
causes  of action accruing from and after the date hereof from  a
breach of the obligations of the landlord under the Lease.

      Assignor  hereby  agrees  to indemnify  and  hold  Assignee
harmless from and against any and all loss, liability, claims  or
causes  of action asserted by the Tenant under the Lease  arising
out  of or relating to causes of action arising prior to the date
hereof from a breach of the obligations of the landlord under the
Lease.

      All of the covenants, agreements, terms and conditions  set
forth herein shall be binding upon and shall inure to the benefit
of  the parties hereto and their respective heirs, successors and
assigns.

     Assignor  shall  direct the tenant and any successor  tenant
under  the  Lease  to  pay to Assignee the  Rent  and  all  other
monetary obligations due or to become due under the Lease for the
period beginning on the Effective Date.

     This  Assignment  shall  be governed  by  and  construed  in
accordance with the laws of the state of Texas.

     All   rights  and  obligations  of  Assignee  and   Assignor
hereunder  shall  be binding upon and inure  to  the  benefit  of
Assignor, Assignee and the heirs, successors and assigns of  each
such party.

     This   Assignment  may  be  executed  in   any   number   of
counterparts, each of which shall be effective only upon delivery
and  thereafter  shall be deemed an original, and  all  of  which
shall  be  taken to be one and the same instrument, for the  same
effect  as  if  all parties hereto had signed the same  signature
page. Any signature page of this Assignment may be detached  from
any  counterpart of this Assignment without impairing  the  legal
effect  of any signatures thereon and may be attached to  another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.


     IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Lease this the ___ day of March, 2006.

                                   ASSIGNOR:

                                   VR PARTNERS I, L.P.

                                   By: VR Partners, Inc., General Partner


                                   By: /s/ William DeMuth
                                           William DeMuth, President
STATE OF TEXAS          )
                        ) ss.
COUNTY OF DALLAS        )


     This instrument was acknowledged before me on the 7th day of
March,  2006,  by  William  DeMuth, acting  in  his  capacity  as
President of VR Partners, Inc., General Partner of VR PARTNERS I,
L.P.,  A  Texas  Limited  Partnership,  and  on  behalf  of  said
Partnership.


[Notarial Seal]
                                   /s/ Janine N Barber
                                   Notary Public, State of Texas
                                   My Commission Expires:


           [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]


                            ASSIGNEE:

                                    AEI NET LEASE INCOME & GROWTH
                                    FUND XIX LIMITED PARTNERSHIP,
                                    a Minnesota limited partnership

                                   By: AEI Fund Management XIX, Inc.,
                                       a Minnesota corporation,
                                       its General Partner


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

STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

The  foregoing was acknowledged before me this ____ day of March,
2006,  by Robert P. Johnson, in his capacity as the President  of
AEI  Fund  Management  XIX,  Inc., a Minnesota  corporation,  the
General Partner of AEI Net Lease Income & Growth Fund XIX Limited
Partnership,  a  Minnesota limited partnership, who  acknowledged
the execution of the foregoing instrument to be the voluntary act
and  deed  of  said  corporation by authority  of  its  board  of
directors on behalf of the partnership.

[Notarial   Seal]             /s/  Jennifer L Schriner
                              Print Name: Jennifer L Schriner
                              My Commission Expires: 1/31/2010


           [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]



                                   AEI  NET LEASE INCOME & GROWTH
                                   FUND XX LIMITED PARTNERSHIP,
                                   a  Minnesota limited partnership

                                   By: AEI Fund Management XX, Inc.,
                                       a Minnesota corporation,
                                       its General Partner


                                   By: /s/ Robert P Johnson
                                           Robert  P. Johnson, its President
STATE OF MINNESOTA       )
                         ) ss.
COUNTY OF RAMSEY         )

The  foregoing was acknowledged before me this ____ day of March,
2006,  by Robert P. Johnson, in his capacity as the President  of
AEI  Fund  Management  XX,  Inc., a  Minnesota  corporation,  the
General  Partner of AEI Net Lease Income & Growth Fund XX Limited
Partnership,  a  Minnesota limited partnership, who  acknowledged
the execution of the foregoing instrument to be the voluntary act
and  deed  of  said  corporation by authority  of  its  board  of
directors on behalf of the partnership.

[Notarial Seal]                  /s/ Jennifer L Schriner
                              Print Name:  Jennifer L Schriner
                              My Commission Expires: 1/31/2010



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                             EXHIBIT A

                         Legal description

Being Lot 3, in Block 2 of Belt Line U.S. 80 Addition, an Addition
to the City of Mesquite, Dallas County, Texas, according to the Map
thereof recorded in Volume 98001, Page 61, of the Map Records of
Dallas County, Texas and being more particularly described as
follows:

Being a tract of land in the Robert Bethrum Survey, Abstract No.
170 and being all of Lot 3, Block 2, Belt Line US 80 Addition, an
addition to the City of Mesquite, recorded in Volume 98001, Page
61, Map Records of Dallas County, Texas and being more particularly
described as follows:

Beginning at a 1/2 inch iron rod set with a red plastic cap stamped
WAI for corner in the easterly right of way of Belt Line Road,
(100' ROW), and said iron being the southwesterly corner of Lot 2,
Block 2 of said Belt Line US 80 Addition, recorded in Volume 86144,
Page 1792, Map Records of Dallas County,
Texas;

THENCE, departing from said Belt Line Road, along the southerly
line of said Lot 2, Block 2, South 87 degrees 27 minutes 35 seconds
East, a distance of 200.12 feet to a 3/4 inch iron rod found for
corner, said iron rod being the southeastern corner of said Lot 2,
Block 2, and being the southwesterly corner
of Sunit Enterprises, L.L.C., recorded in Volume 99202, Page 2139,
Deed Records of Dallas County, Texas;

THENCE, along the southerly line of said Sunit tract, South 87
degrees 53 minutes 52 seconds East, a distance of 338.13 feet to a
1/2 inch iron rod set with a red plastic cap stamped WAI for
corner, said iron being the southwesterly corner of said Sunit
tract and being in the westerly line of a tract of land to the City
of Dallas, recorded in Volume 2190, Page 0194, Deed Records of
Dallas County, Texas;

THENCE, along the westerly line of said tract to the City of
Dallas, South 03 degrees 35 minutes 36 seconds West, a distance of
301.27 feet to a 1/2 inch iron rod found for corner, said iron rod
being a separate tract of land to the City of Dallas;

THENCE, along the northerly line of said separate tract to the City
of Dallas, North 87 degrees 53 minutes 52 seconds West, a distance
of 530.64 feet to a 1/2 inch iron rod set with a red plastic cap
stamped WAI for corner in the easterly right of way of said Belt
Line Road;

THENCE, along the easterly line of said Belt Line Road, North 02
degrees 08 minutes 49 seconds East, a distance of 302.70 feet to
the POINT OF BEGINNING;

CONTAINING within these metes and bounds is 3.699 acres or 161,110
square feet of land, more or less.  Bearings cited herein are based
upon a plat of Lot 3, Block 2, Belt Line US 80 Addition, an
addition to the City of Mesquite, recorded in Volume 98001, Page
61, Map Records of Dallas County, Texas.




                             EXHIBIT B


Lease dated September 16, 1997 between Tractor Supply Company, a Delaware
corporation, as tenant and VR Partners I, L.P., successors in interest to
Greenway Enterprises, Inc., a Texas corporation, as Landlord, as amended
by document dated December 1, 1997.