PURCHASE AGREEMENT


     1.   PARTIES.  This Purchase Agreement is made this 12th day
of  June 2000 by and between  AEI Net Lease Income & Growth  Fund
XIX  Limited Partnership, AEI Net Lease Income & Growth  Fund  XX
Limited  Partnership, and AEI Income & Growth  Fund  XXI  Limited
Partnership,   a   Minnesota  Limited  Partnership,   hereinafter
"Seller"  (whether  one or more), and MAH Properties  LLC  and/or
assigns,   a  Minnesota  Limited  Liability  Company  hereinafter
"Purchaser", for the sale and purchase of the property  described
in the following paragraph.

     2.    PROPERTY.   Seller hereby sells and  Purchaser  hereby
buys  real  property located in Dakota County, Minnesota  legally
described as follows:

     Lot  Two  (2),  Block  One (1), Apple Valley  Retail  Second
     Addition, City of Apple Valley, County of Dakota,  State  of
     Minnesota.

     The  property  sold  hereunder shall include  all  fixtures,
machinery, equipment, appliances and personal property  owned  by
Seller  and  located in, on or about the above real property  and
used  or intended to be used with or in connection with the  use,
operation or enjoyment.

     3.     PURCHASE  PRICE.   The  property  described  in   the
preceding paragraph is hereby sold to the Purchaser for  the  sum
of  Two  Million Five Hundred Thousand and No/100 ($2,500,000.00)
Dollars  which  the  Purchaser agrees to  pay  in  the  following
manner:

     $25,000.00  earnest  money, by check, receipt  of  which  is
     hereby acknowledged.  Earnest money paid hereunder shall  be
     deposited  in  an  interest bearing  account  at  Commercial
     Partners  Title,  LLC,  upon execution  by  Seller  of  this
     Purchase  Agreement.  All interest upon  the  earnest  money
     shall be credited to the Purchaser unless such earnest money
     shall  be  forfeited  to the Seller in accordance  with  the
     terms  of  this  Purchase  Agreement,  in  which  event  the
     interest shall be credited to and received by the Seller.

     $2,475,000.00, cash, at the time of closing.

     4.     PERMITTED   ENCUMBRANCES.   Upon   and   subject   to
performance by Purchaser, the Seller shall execute and deliver to
Purchaser  on  the  date  of  closing  a  Limited  Warranty  Deed
conveying marketable title to said property subject only  to  the
following:

          a.    Reservations of minerals or mineral rights by the
     State of Minnesota, if any.

          b.     Building,  zoning  and  subdivision   laws   and
     regulations.

          c.   The lien of real estate taxes which are payable by
               Purchaser hereunder.

          d.   Restrictions relating to use or improvement of the
     premises  which do not conflict with present use or  contain
     effective forfeiture provision.

          e.    Utility  and  drainage  easements  which  do  not
     interfere with present improvements.

     All  of  the above exceptions may hereafter collectively  be
referred to as "Permitted Encumbrances".

     5.     SELLER'S  PERFORMANCE.   Subject  to  performance  by
Purchaser,  Seller  shall execute and deliver  to  Purchaser  the
following at closing:

          a.    A  Limited Warranty Deed, in recordable form,  as
     aforesaid.

          b.    A  Bill  of  Sale  conveying and  warranting  the
     personal property to Purchaser free of any liens.

          c.    An  Affidavit  attesting that,  on  the  date  of
     closing, there are no unsatisfied outstanding judgments, tax
     liens or bankruptcies against or involving the Seller;  that
     there   has  been  no  lienable  skill,  labor  or  material
     furnished  to  the  property;  that  there  are   no   other
     unrecorded  interests in the property of any kind  of  which
     Seller  is  aware  and  any  other  standard  form  Seller's
     Affidavit which may reasonably be required for Purchaser.

          d.    An  assignment of leases, service and maintenance
     contracts,  permits  and  licenses and  any  warranties  and
     guarantees  relating to the real or personal property  being
     acquired.

          e.    Certificate of Occupancy, if applicable, or other
     evidence   issued  by  the  appropriate  governmental   body
     evidencing and authorizing the use of the real property  for
     the purposes for which presently used.

          f.    All  keys  and security system codes required  to
     afford Purchaser access to the property.

          g.    All  other documents necessary or appropriate  to
     complete  the  transaction contemplated  by  this  Agreement
     agreed upon by the parties and their respective counsel.

          h.   Receipt of documents satisfactory to the Purchaser
     terminating  any  existing management and service  contracts
     effective as of the date of closing.

          i.    Certification by the Seller as to the location of
     any  above-ground or underground tanks located in  or  about
     the  property and evidence of the fact that said tanks  have
     been  removed  or  have been filled in accordance  with  the
     specifications   of  the  MPCA  or  such   other   governing
     regulatory body.

          j.     All   unrecorded   instruments,   contracts   or
     conveyances   required   to   perfect   or   evidence    the
     marketability   of  Seller's  title  to  the   property   in
     recordable form.

          k.   All security deposits in Seller's possession.

     6.   BUYER'S PERFORMANCE.  Subject to performance by Seller,
Purchaser shall deliver to Seller the following at closing:

          a.   Subject to closing prorations, all sums payable by
     Purchaser  at  closing under Paragraph 3  of  this  Purchase
     Agreement  in cash or by certified or cashier's check,  bank
     money order, wire transfer or title company check.

          b.    Such other and further documents, instruments and
     certificates, not inconsistent with the provisions  of  this
     agreement,   executed  by  Purchaser   that   Seller   shall
     reasonably require to carry out and effectuate the  purposes
     and terms of this Agreement.

     7.   RECORDING COSTS.  Seller shall pay the deed tax imposed
upon  the transfer of the property to Purchaser and the  cost  of
recording   any  instruments,  conveyances  or  other   documents
required  to  perfect or evidence the marketability  of  Seller's
title  to  the  property.  Purchaser shall pay for recording  the
Warranty  Deed to be executed and delivered by Seller under  this
Agreement.

     8.   SPECIAL ASSESSMENTS.  All special assessments levied or
pending as of the date of closing shall be paid by Seller.

     9.    REAL ESTATE TAX PRORATION.  Seller shall pay all taxes
due  in  the  year 1999 and prior years.  Taxes payable  in  2000
shall be paid prorated as of the date of closing on a daily basis
based upon the calendar year.

     10.  HAZARDOUS SUBSTANCES.

          a.      SELLER'S   REPRESENTATIONS,   WARRANTIES    AND
     COVENANTS.   Seller represents, warrants and  covenants  the
     following:

               (1)   To  the  best  of  Seller's  knowledge,  the
          Property  does not presently contain and is  free  from
          all  hazardous  substances  and/or  wastes,  toxic  and
          nontoxic pollutants and contaminants, including but not
          limited  to petroleum products and asbestos ("Hazardous
          Substances").

               (2)   To  the  best  of  Seller's  knowledge,  the
          Property has not in the past been used for the storage,
          manufacture or sale of Hazardous Substances or for  any
          activity involving Hazardous Substances.

               (3)   To the best of Seller's knowledge and except
          as disclosed in the Assessment, no Hazardous Substances
          are located in the vicinity of the Property.

               (4)   Seller shall not store, manufacture, use  or
          sell  any  Hazardous Substances on or in  the  Property
          prior to closing.

               (5)   Seller has not transported, or caused to  be
          transported, any Hazardous Substances to  or  from  the
          Property.

               (6)   Seller has not received and is not aware  of
          any  notification  from any federal, state,  county  or
          city   agency   or  authority  relating  to   Hazardous
          Substances on or in the Property.

               (7)   To  the  best  of  Seller's  knowledge,   no
          underground  or  aboveground storage tanks  have  every
          been or are located under or on the Property.

          b.    SELLER'S  INDEMNITY.  Seller shall indemnify  and
     hold harmless Purchaser, its successors and assigns from and
     against  any  and  all liability arising from  any  and  all
     claims, demands, litigation or governmental action involving
     any of the following:

               (1)  Any breach of the representations, warranties
          and covenants in this Agreement.





          Without limiting the generality of the foregoing,  this
     indemnification  shall specifically cover fines,  penalties,
     sums  paid in settlement of claims or litigation,  fees  for
     attorneys,  consultants  and  experts  (to  be  selected  by
     Purchaser)  and costs for investigation, clean-up,  testing,
     removal and restoration.

     11.   SELLER'S WARRANTIES.  Seller covenants and  makes  the
     following  warranties to Purchaser to the best  of  Seller's
     knowledge.

          a.   That all plumbing, electrical, mechanical and HVAC
     systems serving the real property and its improvements shall
     be in proper working order as of the date of closing.

          b.    That  Seller has received no notice of violations
     relating  to  the  property from any city,  state  or  other
     governmental  agency or authority and believes the  property
     to be in compliance with the Uniform Fire Code.

          c.    There are no unrecorded interests in or rights to
     possession  of the property except the rights of tenants  in
     possession as tenants only.

          d.    That  all leases, service, supply, management  or
     commission  agreements and any agreements  with  tenants  or
     third  parties  regarding  the property  that  will  survive
     closing,  including  a  written summary  of  any  such  oral
     agreements, has been or will be provided to Purchaser within
     five   (5)  days  after  full  execution  of  this  Purchase
     Agreement.

          e.   That all permit and licensing fees due and payable
     prior  to the date of closing shall have been paid  to  said
     date.

          f.     That  no  suit,  action,  arbitration  or  other
     proceeding or investigation is pending or threatened against
     or affecting Seller or the property.

          g.    That all figures, documents and other information
     relating to the property supplied to Purchaser by Seller (to
     the  best of Seller's knowledge as to the data furnished  by
     third parties)  are true, accurate and complete and that all
     information  shall  be  updated  (except  data  from   third
     parties) and correct as of the closing date.

          h.     To   the   best  of  Seller's  knowledge,    all
     improvements  upon the property are located entirely  within
     the  boundary  lines  of  the property  and  any  applicable
     setbacks.

          i.    That  all  personal property of  the  Seller  not
     included under the terms of this Purchase Agreement and  all
     debris  shall  be  removed  from the  property  at  Seller's
     expense prior to closing.

          j.   Seller shall enter into no new leases without the Buyer's
               prior written consent.

     Seller's  covenants  shall  survive  the  closing   of   the
transaction  and  execution and delivery of  instruments  by  the
parties.    Seller  hereby  covenants  and  agrees  to  indemnify
Purchaser  with  respect  to  all  loss  or  damage  suffered  by
Purchaser  caused or arising due to breach of the  warranties  of
Seller contained in this Purchase Agreement.

     12.   SURVIVAL OF CLOSING.  All representations, warranties,
agreements  and  indemnities contained in  this  Agreement  shall
survive the closing for one year.




     13.    SURVEY.    Purchaser  shall  forthwith   obtain,   at
Purchaser's expense, an accurate survey of the property certified
to  Purchaser  and any lender and/or title company designated  by
Purchaser  as  of  a current date prepared by a  Registered  Land
Surveyor acceptable to Purchaser and conforming to ALTA standards
showing   access,  the  location  of  all  easements,  buildings,
improvements   and   encroachments,  utilities   and   applicable
setbacks,  together with the legal description.  Purchaser  shall
have  the  right to make written objections to title  based  upon
said  survey  within  5  days  after delivery  thereof  from  the
Surveyor.   Any  objection to title based upon  survey  shall  be
treated in the same manner as objections to title based upon  the
Abstract of Title or Registered Property Abstract to be delivered
pursuant to this Purchase Agreement.  If Purchaser does raise any
objections  to title based on the survey, Purchaser shall  supply
to Seller a copy of  the survey along with the objection.

     14.    EXAMINATION  OF  TITLE  AND  PERMITTED  ENCUMBRANCES.
Seller shall, as soon hereafter as reasonably possible and in  no
event  later  than 25 days after execution of this  agreement  by
Seller,  furnish  an  Abstract of Title  or  Registered  Property
Abstract  covering the property, certified to date and  including
proper  searches  covering bankruptcies  and  state  and  federal
judgments  and liens.  Purchaser shall be allowed 10  days  after
receipt  thereof for examination of said title and the making  of
any   objections   thereto.   Objections  to   title,   including
objections based upon examination of survey or regarding security
interest  in  personal property, shall be made in writing  within
the  time  herein  limited or shall be deemed to  be  waived  and
Purchaser  shall be obligated to accept such title as Seller  may
be  able  to  convey,  without reduction of the  purchase  price,
credit  or allowance against the same without any other liability
on the part of the Seller.  This waiver shall survive the closing
of the transaction and delivery of documents provided for by this
Purchase Agreement.

     If  any  objection to marketability of title is made, Seller
shall be allowed 120 days to make such title marketable.  Pending
correction of title, the closing and payments required  hereunder
shall be postponed.  Upon correction of title and within 10  days
after written notice to Purchaser, the parties shall perform this
Agreement according to its terms.

     If  said title is not marketable and is not made within  120
days  from  the  date  of  written  objection  thereto  as  above
provided, this Agreement shall be null and void at option of  the
Purchaser  and neither Seller nor Purchaser shall be  liable  for
damages  hereunder.  The sole obligation of Seller in such  event
shall  be to refund to Purchaser all monies theretofore  paid  by
Purchaser.  Purchaser may, however, accept such title  as  Seller
may be able to convey without reduction of the purchase price  or
any  other  credit or allowance against the same and without  any
other  liability  on the part of the Seller.   Acceptance  of  an
instrument of conveyance by Purchaser shall be deemed to be  full
performance and discharge of every covenant and agreement on  the
part  of  the  Seller  performed under this  Agreement  with  the
exception  of  such warranties and covenants as are  specifically
hereinabove identified as surviving the closing.

     15.   REMEDIES.  If the title to the property is to be found
marketable  or  be  made marketable within the time  limited  and
Purchaser shall default in any of the agreements contained herein
and  continue  in  default for a period of 10  days,  Seller  may
terminate this contract and, upon such termination, all  payments
made  by  Purchaser  under this Agreement shall  be  retained  by
Seller as liquidated damages, time being of the essence hereof.

     Nothing  herein shall deprive either Seller or Purchaser  of
the  right  of  enforcing this Agreement by specific  performance
provided  such actions shall be commenced within 6  months  after
such  right  of  action shall arise and provided  this  Agreement
shall not be previously terminated as aforesaid.

     16.  CONTINGENCIES AND CONDITIONS PRECEDENT.  This Agreement
shall  be  subject to the following contingencies  or  conditions
precedent:

          a.    DOCUMENT DELIVERY AND REVIEW CONTINGENCY.  Within
     five   (5)  days  after  full  execution  of  this  Purchase
     Agreement,  Seller shall provide to Purchaser the  following
     document and information:
               (1)   Copies  of building plans and specifications
          and   a   survey   of  the  property  showing   present
          improvements  to the extent that the same  are  in  the
          Seller's possession or available to Seller.

               (2)    Copies  of  any  warranties  or  guarantees
          relating  to  the property or any fixtures or  personal
          property located thereon.

               (3)   Copies of any written notices received  from
          any  governmental agency or authority relating  to  the
          property.

               (4)   Copies  of  present leases relating  to  the
          property   and  any  addenda,  agreements  or  material
          correspondence with tenants or other relative thereto.

               (5)   Copies of present rent rolls and  an  income
          and  expense statement relating to the operation of the
          property for 1999 and current 2000.

               (6)    Copies   of  all  management  and   service
          contracts  relating to the operation  of  the  property
          that shall survive closing.

               (7)  Lists of all personal property located on the
          premises.

               Purchaser may terminate this Agreement as his sole
          discretion   within   thirty   (30)   days    following
          Purchaser's receipt of all of the documents referred to
          in  subparagraphs (1), (3), (4), (5)  and  (6)  and  in
          paragraph (a) above.

          b.   ENVIRONMENTAL INVESTIGATION.  Purchaser shall have
     the  right to obtain a Phase I Environmental Evaluation  and
     soils investigation by parties acceptable to Purchaser.  The
     cost  of  such  investigation  shall  be  paid  equally   by
     Purchaser and Seller in the event that Purchaser desires  to
     obtain  environmental and/or soils investigation.  Purchaser
     shall   obtain  such  report(s)  within  thirty  (30)   days
     following  the date of full execution of this Agreement  and
     shall  have thirty (30) days after receipt of such report(s)
     to  terminate  this  Agreement if the  report(s)  reveals  a
     condition  affecting the property which is  unacceptable  to
     the Purchaser in the Purchaser's sole discretion.  Purchaser
     shall make arrangements for such investigation.

          c.    PROPERTY  INSPECTION CONTINGENCY.  Purchaser  and
     Purchaser's  agent shall have the right to make  a  thorough
     examination of the property within thirty (30) days  of  the
     date   of   full  execution  of  this  Purchase   Agreement.
     Purchaser  shall  advise the Seller, in writing  within  ten
     (10)  days  of  the  expiration  of  said  thirty  (30)  day
     inspection  period  of  any  defects  or  conditions  deemed
     unacceptable  by the Purchaser.  Seller shall,  at  Seller's
     option,   either  correct  such  conditions  to  Purchaser's
     satisfaction at Seller's expense or terminate this  Purchase
     Agreement   and  refund  all  earnest  money  to  Purchaser.
     Purchaser  shall  have the right to reinspect  the  property
     within  five  (5)  days  of  the date  of  closing.   Seller
     covenants and agrees that Seller shall maintain the property
     in its present condition until the date of closing and shall
     repair  or  correct any conditions noted by  Purchaser  upon
     reinspection which have occurred or arisen since the date of
     Purchaser's original inspection.

          D. CONTINGENCY   REGARDING FINANCING.   This   Purchase
     Agreement  and  the obligations of Purchaser hereunder shall
     be   contingent upon   Purchaser's   ability  to  obtain   a
     commitment for financing from a lender of Purchaser's choice
     in an amount and upon terms and  conditions  satisfactory to
     Purchaser in Purchaser's discretion  within thirty (30) days
     of  the  date of full execution of this Agreement.   In  the
     event that such commitment is not  obtained   by  Purchaser,
     Purchaser  shall have the right to terminate  this  Purchase
     Agreement  by  providing   written  notice  to Seller within
     thirty   (30)  days  of  the  date of full execution of this
     Purchase Agreement.

     In  the  event  that this Purchase Agreement  is  terminated
pursuant  to  any of the foregoing contingencies  and  conditions
precedent,  all  earnest money, together with  accrued  interest,
shall  be promptly refunded to the Purchaser and Purchaser  shall
execute  a  termination statement or quit claims  deed  upon  the
request of Seller or Seller's agent.

     17.   NOTICE.   Any  notice required or  permitted  by  this
Purchase  Agreement  or  the purchase  money  mortgage  shall  be
considered   to  have  been  given  and  received  if  personally
delivered  to the parties or their agents personally or deposited
in  the  United  States  mail postage  prepaid  by  certified  or
registered  mail  addressed  to  the  parties  at  the  following
addresses:

          Seller:          AEI Fund Management, Inc.
                           Attn:  Robert P. Johnson
                           1300 Minnesota World Trade Center
                           30 Seventh Street East
                           St. Paul, Minnesota 55101-4901

          With copies to:  Mr. Michael B. Daugherty
                           Attorney of Law
                           1300 Minnesota World Trade Center
                           30 East Seventh Street
                           St. Paul, Minnesota 55101-4901

          With copies to:  Mr. John J. Johannson
                           Welsh Companies
                           8200 Normandale Boulevard
                           Suite 200
                           Minneapolis, Minnesota 55437-1060

          Purchaser:       Mr. Mark A. Hotzler
                           MAH Properties LLC
                           18317 Java Trail
                           Lakeville, Minnesota 55044

          With copies to:  Mr. Robert D. Schwartz
                           Robert D. Schwartz Law Office
                           130 International Centre
                           900 Second Avenue South
                           Minneapolis, Minnesota 55402

     18.   DESTRUCTION  AND EMINENT DOMAIN.   In  the  event  the
property is destroyed, substantially damaged or any part  thereof
shall  be  taken by eminent domain, this Agreement  shall  become
null  and  void,  at  Purchaser's option,  and  all  monies  paid
hereunder shall be refunded to Purchaser.  Should Purchaser elect
to  proceed and close the transaction contemplated hereby,  there
shall be no reduction in or abatement of the purchase price,  but
Seller  shall  assign  to  Purchaser Seller's  right,  title  and
interest in and to all insurance proceeds or award resulting from
such destruction or taking.

     19.   POSSESSION.   Possession  of  the  property  shall  be
granted by Seller to Purchaser on the date of closing.

     20.   CLOSING.  The closing shall take place at the  offices
of Commercial Partners Title, LLC, 330 Second Avenue South, Suite
820,  Minneapolis,  Minnesota 55401, on July 10,  2000  at  10:00
a.m.,  unless  otherwise  agreed by  Purchaser  and  Seller.   At
closing,  Seller shall deliver to Purchaser, at Seller's expense,
the documents specified in paragraph 5 of this Agreement.

     21.   CLOSING  PRORATION.  All rental and other income  from
the  property  shall be prorated as of the closing date  and  any
such  income allocable through the day of closing and  thereafter
which  has  been paid to Seller shall be credited  to  Purchaser.
All  rental and other income from the property which is  paid  to
Purchaser or its employees after closing allocable to the  period
prior  to the day of closing shall be paid by Purchaser to Seller
upon  receipt.   All  rental and other income from  the  property
allocable to the period after closing which is paid after closing
to  Seller or its employees or agents shall be paid by Seller  to
Purchaser upon receipt.

     All  expenses  of  or  relating to  the  property  shall  be
prorated  as  of  the  closing date.  Any  bills  received  after
closing  shall be paid by Seller to the extent they are allocable
to the period prior to the closing date.

     All credits to Purchaser of items of income, expenses, taxes
or  assessments prorated or adjusted at closing shall reduce  the
cash  portion of the purchase price payable at closing.  All such
credits to Seller shall increase the cash portion of the purchase
price payable at closing.  In the event any closing proration  is
based   upon  incorrect  information,  adjustment  or  correction
thereof  shall be made within sixty (60) days after the  date  of
closing or shall be deemed to be waived.

     22    INDEMNIFICATION.  Seller agrees to indemnify and  hold
Purchaser, its successors and assigns, harmless of and  from  any
and all liabilities, claims, causes of action, penalties, demands
and expenses of any kind or nature whatsoever (except those items
which  by  this  Agreement specifically become the obligation  of
Purchaser)  arising  out  of, resulting  from,  relating  to,  or
incident to the Property up to and including the date of  closing
or  which are in any way related to the ownership, maintenance or
operation  of  the  Property, and all expenses  related  thereof,
including, without limitation, court costs and attorney's fees.

     23.   SUCCESSORS  AND ASSIGNS.  Subject to  any  restriction
upon assignment of this Agreement, this Agreement shall inure  to
the benefit of and be binding upon Seller and Purchaser and their
respective  heirs,  executors, legal representatives,  successors
and assigns.

     24.   TIME OF THE ESSENCE.  Time is of the essence  of  this
Agreement and the closing of the transaction contemplated hereby.

     25.  GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.

     26.   ENTIRE  AGREEMENT.   This  Agreement  constitutes  the
entire  agreement  of the parties relative to  the  sale  of  the
property.   The parties acknowledge there exists no understanding
or  provisions relative to the sale of the property except as set
forth  in  this  Agreement.  This Agreement may not  be  changed,
waived,  discharged or terminated except in writing  executed  by
Purchaser and Seller or canceled pursuant to statute.

     27.  CONSTRUCTION.  No provision of this Agreement shall  be
construed by any court or other judicial authority against either
Seller  or Purchaser by reason of any such party being deemed  to
have drafted or structured such provision.

     Headings contained in this Agreement are for convenience  of
reference  only  and shall not be considered in the  construction
hereof.

     28.  AGENT AND BROKER STATUS.  Seller and Purchaser mutually
represent   to  each  other  that  each  has  had  no   dealings,
negotiations  or  consultations with any broker,  representative,
employee,  agent  or other intermediary in connection  with  this
Agreement  on the sale of the Premises other than Welsh Companies
whose  brokerage commission will be paid by Seller and that  each
will  indemnify, defend and hold the other free and harmless from
the  claims  of  any  other brokers, representatives,  employees,
agents  or  other  intermediaries claiming  to  have  represented
Seller  or  Purchaser,  respectively  in  connection  with   this
Agreement  or  in connection with the sale of the Premises.   The
provisions of this paragraph shall survive delivery of the Deed.

     29.   ATTORNEY'S FEES.  If either party commences an  action
against  the other to enforce any of the terms of this  agreement
or  because of the breach by the other party of any of the  terms
hereof,  the  losing  or  defaulting  party  shall  pay  to   the
prevailing  party reasonable attorney's fees, costs and  expenses
incurred  in connection with the prosecution or defense  of  such
action.

     30.  OFFER AND ACCEPTANCE.  This Agreement has been executed
first  by  Purchaser  and shall be deemed a continuing  offer  by
Purchaser  to  Seller until June 7, 2000.   If  an  executed  and
unaltered  acceptance  by  Purchaser  is  not  delivered  to  and
actually  received  by  Purchaser at the  offices  of  Robert  D.
Schwartz Law Office, 130 International Centre, 900 Second  Avenue
South,  Minneapolis, Minnesota 55402, such offer shall be  deemed
withdrawn.  If an executed and unaltered acceptance by Seller  is
returned  to  Purchaser  in  care  of  his  attorney,  Robert  D.
Schwartz, by said time, the date of such delivery shall be the
     date of this Agreement.

     31.   DISCLOSURE.  Buyer advises Seller that Mark A. Hotzler
is  the sole shareholder of MAH Properties LLC and is a Minnesota
Licensed  Real  Estate Broker.  This Purchase  Agreement  may  be
assigned to be a newly created entity that may have two  or  more
Minnesota Real Estate Licenses as owners.  No commission shall be
payable to Buyer or its assignees





     Seller and Purchaser have executed this Agreement as of  the
day and year first above written.

               SELLER:   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

                         AEI  New  Lease Income & Growth Fund  XX
                         Limited    Partnership,   a    Minnesota
                         corporation.

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


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

                         AEI  Income and Growth Fund XXI  Limited
                         Partnership,    a   Minnesota    limited
                         partnership.

               By:       AEI  Fund Management XXI, Inc.,  a
                         Minnesota corporation


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



               PURCHASER:

                         MAH Properties LLC and/or Assigns

               By:      /s/ Mark G Hotzler

                        Its: Chief Manager

                        Date: June 5, 2000