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

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