Aei Net Lease Income & Growth Fund XIX Limited Partnership – ‘10QSB’ for 8/8/03 – EX-4

On:  Thursday, 8/14/03, at 2:53pm ET   ·   For:  8/8/03   ·   Accession #:  1130758-3-44   ·   File #:  0-19838

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Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    21±    81K 
 2: EX-1        Underwriting Agreement                                 5±    24K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,     66±   231K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws     14±    55K 
 5: EX-4        Instrument Defining the Rights of Security Holders     2±     8K 
 6: EX-5        Opinion re: Legality                                  11±    43K 
 7: EX-6        Opinion re: Discount on Capital Shares                18±    70K 
 8: EX-7        Opinion re: Liquidation Preference                     2±    11K 
 9: EX-8        Opinion re: Tax Matters                                2±    11K 
10: EX-9        Voting Trust Agreement                                 1      8K 

EX-4   —   Instrument Defining the Rights of Security Holders

ASSIGNMENT                    
OF                    
PURCHASE AGREEMENT                    

THIS ASSIGNMENT made and entered into this 16th day of              
June  2003,  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 17TH of April 2003, Assignor  entered              
into a Purchase Agreement ("the Agreement") for that certain                    
property  located  at  4010 West Jefferson  boulevard,  Fort                    
Wayne,  IN  (the  "Property") with NMA Fort Wayne,  LLC,  as                    
Seller; and                                                                     

WHEREAS, Assignor desires to assign an undivided fifty              
percent (50.0%) of its rights, title and interest in, to and                    
under the Agreement 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 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.                                

AEI FUND MANAGEMENT, INC.                                                       
("Assignor")                                                                    

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

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

BY: AEI FUND MANAGEMENT XIX, INC.                                               

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