ASSIGNMENT OF LEASE STATE OF TEXAS COUNTY OF DALLAS

                               
                               
                       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