<SEQUENCE>5

<FILENAME>aal9-19.txt

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             ASSIGNMENT AND ASSUMPTION OF LEASE





      This  Assignment and Assumption of Lease, dated as  of

September  19,  2003, is made between Transmitter  Crossing,

LLC,  an Alabama Limited Liability Company ("Assignor")  and

AEI  Net Lease Income & Growth Fund XIX Limited Partnership,

as  a  tenant in common, as to a thirty seven percent  (37%)

interest,  AEI Income & Growth Fund XXI Limited Partnership,

as  a  tenant in common, as to a thirty seven percent  (37%)

interest  and AEI Income & Growth Fund 24, LLC, as a  tenant

in  common,  as  to  a  twenty six  percent  (26%)  interest

(collectively, "Assignee").



      WHEREAS,  Assignor is the Landlord by  assignment  and

Winn-Dixie Montgomery, Inc. is the Tenant under that certain

Lease  dated  April 13, 1996, as same has been  amended  and

supplemented from time to time (collectively, the  "Lease"),

with  respect  to  certain  premises  demised  thereby  (the

"Premises");



      WHEREAS,  Assignee  is purchasing  the  real  property

containing  the Premises from Assignor pursuant  to  a  Real

Estate Purchase Agreement between Assignor and United Realty

Company, LLC, dated June 5, 2003 (the "Agreement"); and



      WHEREAS,  Assignor  wishes  to  assign  the  Lease  to

Assignee, and Assignee wishes to assume same.



      NOW,  THEREFORE, in consideration of the premises  and

the  mutual promises herein contained and contained  in  the

Agreement,  the receipt and sufficiency of which  is  hereby

acknowledged, the parties agree as follows:



          1.    Assignment of Lease and Guaranty.   Assignor

hereby  assigns, transfers, conveys and delivers to Assignee

all of its right, title and interest in and to the Lease and

the Guaranty of May 10, 1996 by Winn-Dixie Stores, Inc.



          2.     The  Lease.   Assignor  hereby  agrees  and

warrants  as  follows:  (i) a true and correct originals  of

the  Lease  and Guaranty have been delivered by Assignor  to

Assignee;  (ii)  the  Lease constitutes the  sole  agreement

between Assignor and the Tenant (defined below) with respect

to  the  premises  therein described; (iii)  the  Lease  and

Guaranty  are  unmodified and in full force  and  effect  in

accordance  with  their  terms; and (iv)  Assignor  has  not

given,  made  or  received, any notice of default  or  claim

under or with respect to the Lease.



          3.   Assumption of Lease by Assignee.  Assignee

hereby accepts the foregoing assignment and assumes and

agrees to perform all obligations, covenants and provisions

accruing or arising or required from and after the date

hereof with respect to the Lease.



          4.    Indemnity  from  Assignor.   Assignor  shall

indemnify and hold harmless Assignee from all claims, causes

of  action,  costs,  losses,  damages  and  attorney's  fees

arising out of or incurred in connection with the Lease,  if

any, prior to the Effective Date of this Agreement.



          5.    Indemnity  from  Assignee.   Assignee  shall

indemnify and hold harmless Assignor from all claims, causes

of  action,  costs,  losses,  damages  and  attorney's  fees

arising out of or incurred in connection with the Lease from

and after the Effective Date of this Agreement.



          6.    Counterparts. This document may be  executed

in  one  or more counterparts, each of which shall be deemed

to be an original and all of which together shall constitute

one and the same agreement.



     IN WITNESS WHEREOF, this Assignment and  Assumption  of

Lease  has  been  executed  by  the parties, or  by the duly

authorized  officer of  the  parties,  as of  the date first

written above.



                               Transmitter Crossing, LLC,

                               Assignor



                               By: West Point Properties, Inc.



                               By: /s/ Robert E McDade Jr

                                       Robert E. McDade, Jr as its

                                       President



STATE OF MISSISSIPPI

COUNTY OF LEE



Personally appeared before me, the undersigned authority in

and for the said county and state, on this 19th day of

September, 2003, within my jurisdiction, the within named

Robert E. McDade, Jr., who acknowledged that he is President

of West Point Properties, Inc., the sole member of

Transmitter Crossing LLC, an Alabama limited liability

company, and that for and on behalf of the said limited

liability company, and as its act and deed, he executed the

above and foregoing instrument, after first having been duly

authorized by said limited liability company so to do.





                               /s/ L Kay Mason

                                   Notary Public



My Commission Expires:

June 3, 2007

(SEAL)







                              AEI Net Lease Income & Growth

                              Fund XIX Limited Partnership,

                              Assignee



                              By:  AEI Fund Management XIX, Inc.



                              By: /s/ Robert P Johnson

                                      Robert P. Johnson, President



STATE OF MINNESOTA  )

                                   )SS.

COUNTY OF RAMSEY    )



       BEFORE  ME,  the  undersigned  Notary  Public,   duly

commissioned  and  qualified within and for  the  State  and

County aforesaid,



      Personally came and appeared, Robert P. Johnson,  that

he  is  the  President  of AEI Fund  Management  XIX,  Inc.,

corporate general partner of AEI Net Lease Income  &  Growth

Fund  XIX Limited Partnership, and that as such officer  and

on  behalf  of  and  in  the name of  such  corporation,  on

September  18,  2003, he signed and executed the  above  and

foregoing  instrument, and said appearer  acknowledged  said

instrument  to be the free act and deed of said corporation,

for the purposes and considerations therein expressed.



      IN WITNESS WHEREOF, this instrument is executed in the

presence  of  the  undersigned witnesses and  me,  a  Notary

Public, on this 18 day of September, 2003.





/s/ Michael B Daugherty

    Notary Public



(SEAL)







                              AEI Income & Growth Fund XXI

                              Limited Partnership, Assignee



                              By: AEI Fund Management XXI, Inc.



                              By: /s/ Robert P Johnson

                                      Robert P. Johnson, President



STATE OF MINNESOTA  )

                                   )SS.

COUNTY OF RAMSEY    )



       BEFORE  ME,  the  undersigned  Notary  Public,   duly

commissioned  and  qualified within and for  the  State  and

County aforesaid,



      Personally came and appeared, Robert P. Johnson,  that

he  is  the  President  of AEI Fund  Management  XXI,  Inc.,

corporate  general partner of AEI Income & Growth  Fund  XXI

Limited Partnership, and that as such officer and on  behalf

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