ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

                              
                   ASSIGNMENT AND ASSUMPTION
                              OF
                  PURCHASE AND SALE AGREEMENT



      THIS   ASSIGNMENT made and entered into this 2nd   day   of
March,   2006,   by   and   between AEI FUND MANAGEMENT,   INC.,   a
Minnesota corporation, ("Assignor") and AEI NET LEASE INCOME &
GROWTH   FUND   XIX   LIMITED PARTNERSHIP,   a   Minnesota   limited
partnership, and AEI NET LEASE INCOME & GROWTH FUND XX LIMITED
PARTNERSHIP,   a Minnesota limited partnership (as   tenants   in
common, together collectively referred to as "Assignee");

     WITNESSETH, that:

      WHEREAS,   on   the   31st day of January,   2006,   Assignor
entered   into   a Purchase and Sale Agreement (as   subsequently
amended, hereinafter together collectively referred to as   the
"Agreement") for that certain property located at 1740 N. Belt
Line   Road, Mesquite, TX (the "Property") with VR Partners   I,
L.P., a   Texas limited partnership, as Seller; and

      WHEREAS,   Assignor desires to assign to   AEI   Net   Lease
Income   &   Growth Fund XIX Limited Partnership,   an   undivided
fifty percent (50.0%) interest as a tenant in common, and   AEI
Net   Lease   Income   & Growth Fund XX Limited   Partnership,   an
undivided   fifty   percent   (50.0%) interest   as   a   tenant   in
common, all of its rights, title and interest in, to and under
the Agreement as hereinafter provided;

     NOW, THEREFORE, for One Dollar ($1.00) and other good and
valuable    consideration,    receipt    of    which    is    hereby
acknowledged,   it   is   hereby agreed between   the   parties   as
follows:

     1.     Assignor   assigns   all of   its   rights,   title   and
     interest   in, to and under the Agreement to Assignee,   to
     have   and   to   hold   the   same   unto   the   Assignee,   its
     successors and assigns;
    
     2.      Assignee   hereby   assumes   all   rights,   promises,
     covenants, conditions and obligations under the Agreement
     to be performed by the Assignor thereunder, and agrees to
     be bound for all of the obligations of Assignor under the
     Agreement.

All   other terms and conditions of the Agreement shall   remain
unchanged and continue in full force and effect.

ASSIGNOR:

AEI FUND MANAGEMENT, INC.,
a Minnesota corporation


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


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


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



                  PURCHASE AND SALE AGREEMENT

                              

      This   Purchase   and   Sale   Agreement   (the   "Agreement")
entered   into   by   and between VR PARTNERS I,   L.P.,   a   Texas
limited   partnership (the "Seller") and AEI   FUND   MANAGEMENT,
INC.,   a   Minnesota corporation, or its assigns (the "Buyer").
The date on which last party hereto executes this Agreement is
hereafter referred to as the "Effective Date".

     In consideration of the mutual covenants set forth herein
and   other   good and valuable consideration, the   receipt   and
sufficiency   of   which   are herby mutually   acknowledged,   the
parties hereto covenant and agree as follows:

     1.     Property.       Seller is the owner of a   parcel   of
real   property, with all improvements thereon, known generally
as   1740 N. Beltline Road, Mesquite, TX., currently leased for
use as a Tractor Supply, such property being more particularly
described   on   Exhibit "A" attached hereto (collectively,   the
"Property").   The Property includes all of Seller's rights and
interests in and to all buildings and other improvements on or
within    the    appurtenant    thereto,    including    easements,
warranties,   guaranties, indemnities, and covenants.     Seller
wishes   to   sell and Buyer wishes to purchase the Property   on
the terms and conditions set forth herein.

     2.     Lease.    The Property is being sold subject   to   an
existing Lease of the Property, dated September 16, 1997   (the
"Lease"), by and between Seller, as lessor, and Tractor Supply
Company, as lessee (the "Tenant").   Buyer shall have the right
to   review   and   approve such Lease during the   Due   Diligence
Period, in Buyer's sole discretion.

     3.     Closing Date.   The closing of the Buyer's   purchase
of the Property (the "Closing") shall be on February 24, 2006,
or   10   business days from receipt of the Adverse   Change   Due
Diligence Documents, if any should be occasioned as set   forth
below   in   Article   8.03,   whichever is   later   (the   "Closing
Date").

     4.    Purchase Price.   The purchase price for the Property
is   $2,429,600.00   (the "Purchase Price"), If   all   conditions
precedent   to   Buyer's   obligations   to   purchase   have    been
satisfied,   Buyer shall deposit the Purchase   Price   with   the
title   company acceptable to Buyer as described in   Article   6
hereof on or before the Closing Date.

      Within three (3) business days of Effective Date of this
Agreement, Buyer will deposit $25,000 (the "Earnest Money") in
an   interest   bearing account with Republic   Title   of   Texas,
Inc.,   2626   Howell Street, 10th Floor, Dallas,   Texas   75201,
Attention:   Ms.   Janine   Barber   (the   "Closing   Agent").   The
Closing Agent shall provide an insured closing letter for this
transaction   for the benefit of the Buyer issued   through   its
underwriter,   First   American   Title   Insurance   Company   (the
"Title Underwriter").

     If   for any reason this Agreement is terminated prior   to
the   expiration   of the Due Diligence Period, or   the   Adverse
Change    Review    Period   if   such   occurs   because    of    the
unanticipated   occurrence   of   Adverse   Change   Due   Diligence
Documents   as   defined above, then the Earnest Money   and   any
interest   accrued   thereon shall be   immediately   returned   to
Buyer.    If   the transaction contemplated hereby   proceeds   to
Closing, the Earnest Money shall be paid to Seller at   Closing
and   Buyer   shall receive a credit against the Purchase   Price
payable   hereunder   in the amount of the   Earnest   Money   plus
interest   accrued   thereon.   If the Buyer does   not   terminate
this   Agreement   as   set forth herein,   and   when   allowed   in
Articles   6,   7,   8,   12,   16 or 18 hereof,   or   otherwise   as
expressly    allowed    hereunder,   the   Earnest    Money    shall
thereafter be deemed non-refundable, except to the extent   any
of    the    contingencies   to   Buyer's   performance    hereunder
(including   without   limitation, Seller's performance   of   its
obligations hereunder) shall not be satisfied.

      The   balance   of the Purchase Price in   cash   is   to   be
deposited   by   Buyer into an escrow account with   the   Closing
Agent on or before the Closing Date.

     5.     Escrow.   Escrow shall be opened by Seller with   the
Closing Agent upon execution of this Agreement. A copy of this
Agreement will be delivered to the Closing Agent by Seller and
will serve as escrow instructions together with any additional
instructions   required   by   Seller   and/or   Buyer    or    their
respective counsels.   Seller and Buyer agree to cooperate with
the    Closing   Agent   and   sign   any   additional   instructions
reasonably required by the Closing Agent to close escrow.    If
there is any conflict between any other instructions and   this
Agreement, this Agreement shall control.

     6.    Title.   Seller shall order upon the Effective Date of
this Agreement, at its sole expense, a commitment for an Texas
Form   T-1   Owner's   Policy   of Title   Insurance   (most   recent
edition)   issued   by the Closing Agent (the   "Title   Company")
through   the Title Underwriter, insuring fee simple   title   in
the   Property,   subject   only to such   matters   as   Buyer   may
approve   and   contain such endorsements as Buyer   may   require
that   are   available   for   a property   in   Texas   (the   "Title
Commitment").   The Title Commitment shall show Seller   as   the
present   fee owner of the Property and show Buyer as   the   fee
owner to be insured.

     All   easements, restrictions, documents and   other   items
affecting   title shall be listed in Schedule "B" of the   Title
Commitment.     Copies    of   all   instruments    creating    such
exceptions   must   be   attached to the Title   Commitment.    The
Title   Company   shall   also provide to   Buyer   a   current   tax
certificate relative to the Property.

      Buyer   shall   be   allowed ten (10) business   days   after
receipt   of   the Title Commitment and copies of all underlying
documents,   for   examination and the making of any   objections
thereto,   said   objections to be made   in   writing   or   deemed
waived.    If any objections are so made, the Seller   shall   be
allowed ten (10) business days to cure such objections   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 cure Buyer's objections, or is unable   to
obtain   insurable   title within said   ten   (10)   business   day
period,   this   Agreement shall be null   and   void   and   of   no
further   force   and   effect (and the Earnest   Money   shall   be
returned in full to Buyer immediately and neither party   shall
have   any further duties or obligations to the other hereunder
except as expressly provided herein).

      The   Buyer   shall   also have five (5) business   days   to
review and approve any easement, lien, hypothecation or   other
encumbrance placed of record affecting the Property after   the
date   of the Title Commitment. If necessary, the Closing   Date
shall   be   extended   by the number of days necessary   for   the
Buyer to have five (5) business days to review any such items.
Such five (5) business day review period shall commence on the
date   the   Buyer   is   provided with   a   legible   copy   of   the
instrument creating such exception to title.

     The   Seller   agrees   to   inform the   Buyer   of   any   item
executed by the Seller placed of record affecting the Property
after the date of the Title Commitment.   If any objections are
so made, the Seller shall be allowed five (5) business days to
cure   such   objections   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 cure
Buyer's   objections,   or is unable to obtain   insurable   title
within said five (5) business day period, this Agreement shall
be   null and void and of no further force and effect (and   the
Earnest   Money shall be returned in full to Buyer   immediately
and neither party shall have any further duties or obligations
to the other hereunder except as expressly provided herein).

     7.     Site   Inspection.    As   a   condition   precedent   to
Buyer's obligations hereunder, the Property shall be inspected
and   approved   by   Buyer, in Buyer's   sole   discretion.    Said
inspection shall be completed within the Due Diligence Period,
and   Buyer shall provide Seller with its written notice of any
disapproval   of   the   Property at the expiration   of   the   Due
Diligence Period.
    
     8.    Due Diligence and Due Diligence Periods.

     8.01   Due   Diligence Documents and Due Diligence   Period.
Buyer   shall   have   until   the end   of   the   fifteenth   (15th)
business   day   after   the delivery of   the   last   of   the   Due
Diligence   Documents,   as described   below,   or   receipt   from
Seller   of written notice that it has provided all of the   Due
Diligence   Documents in its possession or   control   (the   "Due
Diligence   Period")   to conduct all of   its   inspections,   due
diligence   and review to satisfy itself regarding   each   item,
the   Property and this transaction.   The Buyer shall indemnify
Seller   and   hold   Seller harmless from all   costs,   expenses,
claims,    damages    and   liabilities   arising,    directly    or
indirectly,    from   any   tests,   investigations    or    studies
conducted by Buyer or its agents, representatives or employees
on   the   Property. Such indemnity shall expressly survive   the
Closing or any earlier termination of this Agreement. Further,
all   such inspections or tests shall be conducted by Buyer   in
accordance with the requirements of the Lease and in a   manner
reasonably   calculated to minimize any interference   with   the
Tenant's   conduct of business at the Property.   The   following
Due   Diligence   Documents are to be   delivered   by   Seller   at
Seller's expense (unless specifically designated herein to   be
obtained   by   Buyer), and such documents to be of   current   or
recent   date   and   certified to Buyer, or otherwise   the   most
recent of such item in Seller's possession:

     a)    A copy of Seller's existing Owner's Title Policy for the
        Property (with the coverage amount redacted);

     b)    An updated as-built ALTA survey (the "Survey"), certified
        to Buyer and Title Company, and in substantial accordance with
        the requirements set forth in Exhibit "B" attached hereto.   At
        Closing, or upon any earlier termination of the Agreement as
        provided herein, the Buyer shall reimburse Seller for all
        costs of obtaining the Survey in excess of $1,500;

     c)    A complete copy of the Lease, and any amendments thereto,
        including but not limited to amendments, assignments and/or
        letter agreements, and any current estoppel currently in
        Seller's possession;

     d)    The most recent Phase I environmental report covering the
         Property, if any, in Seller's possession;

     e)     If   in   Seller's possession, a copy of the Tenant's
        existing insurance policies or insurance certificate for the
        Property;

     f)     If   in   Seller's possession, any zoning information
        concerning the current zoning of the Property;

     g)     A   copy of the soils report, if any, if in Seller's
        possession;

     h)    If in Seller's possession, a copy of the Certificate of
        Occupancy from the governing municipality and, if in Seller's
        possession, Certificate of Substantial Completion executed by
        the project architect and/or general contractor for the
        improvements on the Property;

     i)     A   copy   of the existing final building   plans   and
        specifications for the improvements and a copy of any roof or
        other structural warranties for the improvements given
        following completion thereof, if in Seller's possession;

     j)    A copy of the most recent real estate tax statement for
        the Property;

     k)    A rent accounting for the last twelve (12) months showing
        when Seller received each check from Tenant; and

     l)    Proposed Special Warranty Deed.
    
     (All of the above described documents (a) through (l) are
hereinafter collectively the "Due Diligence Documents").

      After   receipt and review of the Due Diligence Documents
or   after Buyer's inspection of the Property, Buyer may cancel
this   Agreement   for   any reason, in its sole   discretion,   by
delivering a cancellation notice, return receipt requested, to
Seller   and Closing Agent on or before the expiration   of   the
Due   Diligence Period and the Earnest Money shall be   returned
in   full to Buyer immediately and neither party shall have any
further   duties or obligations to the other hereunder,   except
as   expressly   provided herein.   Such notice shall   be   deemed
effective upon receipt by Seller.

     If   notice   of termination is not given on or before   the
expiration of the Due Diligence Period, all such matters shall
be   deemed acceptable and all such conditions satisfied and/or
waived   and the right to termination under Article 8.01   shall
be   extinguished and the Earnest Money shall be non-refundable
to   Buyer and Closing Agent shall release the Earnest Money to
Seller,   except in the event: of Seller's default; based   upon
receipt   of   materially adverse information as   set   forth   in
Article   8.03;   or   except as otherwise set forth   herein,   in
which   case the Earnest Money shall be retained by the Closing
Agent   pending   receipt of instructions   for   the   disposition
thereof executed by Buyer and Seller.

     8.02 Form