ASSIGNMENT OF DEVELOPMENT FINANCING AND LEASING COMMITMENT

                         ASSIGNMENT
                             OF
        DEVELOPMENT FINANCING AND LEASING COMMITMENT

      THIS ASSIGNMENT made and entered into this 26th day of
January, 1998, 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 ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the 23rd day of January, 1998,  Assignor
entered  into a Development Financing and Leasing Commitment
("the  Commitment")  for that certain  property  located  in
Chillicothe, Ohio (the OPropertyO) with Tumbleweed, LLC,  as
Seller/Lessee; and

      WHEREAS, Assignor desires to assign an undivided forty
percent  (40.00%) of its rights, title and interest  in,  to
and   under   the  Commitment  to  Assignee  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 Commitment 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
     Commitment  to be performed by the Assignor thereunder,
     and  agrees  to be bound for all of the obligations  of
     Assignor under the Commitment.

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

AEI FUND MANAGEMENT, INC.
("Assignor")


By:  /s/ Xxxxxx X Xxxxxxx
         Xxxxxx X. Xxxxxxx, its President

AEI NET LEASE INCOME & GROWTH FUND XIX
LIMITED PARTNERSHIP ("Assignee")

BY: AEI FUND MANAGEMENT XIX, INC.


By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President