As filed with the Securities and Exchange Commission on April 8, 2002

Registration No. 333-___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________

FORM S-11
REGISTRATION STATEMENT
Under
The Securities Act of 1933

WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in governing instruments)

6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
(770) 449-7800

(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

Donald Kennicott, Esq.
Michael K. Rafter, Esq.
Holland & Knight LLP
One Atlantic Center, Suite 2000
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3400
(404) 817-8500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Agent for Service)

______________________

Maryland                                58-2328421
(State or other                          (I.R.S. Employer
Jurisdiction of Incorporation)               Identification Number)

______________________

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. __________

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___________

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. ___________

Approximate date of commencement of proposed sale to the public: As soon as
practicable following effectiveness of this Registration Statement.

___________________________

CALCULATION OF REGISTRATION FEE
--------------------------------- ------------- ---------------- ------------------- -----------------

Proposed       Proposed Maximum
Title of                  Amount        Maximum           Aggregate           Amount of
Securities Being Registered         Being      Offering Price     Offering Price      Registration
Registered       Per Share                               Fee
--------------------------------- ------------- ---------------- ------------------- -----------------
Common Stock, $.01 par value       330,000,000        $  10.00     $ 3,300,000,000
Common Stock, $.01 par value/(1)/   13,200,000        $  12.00     $   158,400,000         $ 318,174
Soliciting Dealer Warrants/(2)/     13,200,000        $ 0.0008     $        10,560

--------------------------------- ------------- ---------------- ------------------- -----------------

(1)  Represents shares which are issuable upon exercise of warrants issuable
to Wells Investment Securities, Inc. (the Dealer Manager) or its
assignees pursuant to that certain Warrant Purchase Agreement between
the Registrant and the Dealer Manager.

(2)  Represents warrants issuable to the Dealer Manager to purchase 13,200,000
shares pursuant to the Warrant Purchase Agreement.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

WELLS REAL ESTATE INVESTMENT TRUST, INC.

Up to 300,000,000 shares offered to the public

________________________

Wells Real Estate Investment Trust, Inc. (Wells REIT) is a real estate
investment trust. We invest in commercial real estate properties primarily
consisting of high grade office buildings which are leased to large corporate
tenants. We currently own interests in ___ real estate properties located in
____ states.

We are offering and selling to the public up to 300,000,000 shares for
$10 per share and up to 30,000,000 shares to be issued pursuant to our dividend
reinvestment plan at a purchase price of $10 per share. An additional 13,200,000
shares are being registered which are reserved for issuance at $12 per share to
participating broker-dealers upon their exercise of warrants.

You must purchase at least 100 shares for $1,000.

--------------------------------------------------------------------------------

The most significant risks relating to your investment include the following:

.    lack of a public trading market for the shares;

.    reliance on Wells Capital, Inc., our advisor, to select properties and
conduct our operations;

.    authorization of substantial fees to the advisor and its affiliates;

.    borrowing - which increases the risk of loss of our investments; and

.    conflicts of interest facing the advisor and its affiliates.

You should see the complete discussion of the risk factors beginning on page
___.

--------------------------------------------------------------------------------

The Offering:

.    The shares will be offered on a best efforts basis to investors at $10
per share.

.    We will pay selling commissions to broker-dealers of 7% and a dealer
manager fee for reimbursement of marketing expenses of 2.5% out of the
offering proceeds raised.

.    We will invest approximately 84% of the offering proceeds raised in
real estate properties, and the balance will be used to pay fees and
expenses.

.    This offering will terminate on or before _____________, 2004.

Neither the Securities and Exchange Commission, the Attorney General
of the State of New York nor any other state securities regulator has approved
or disapproved of these securities or determined if this prospectus is truthful
or complete. It is a criminal offense if someone tells you otherwise.

The use of projections or forecasts in this offering is prohibited. No
one is permitted to make any oral or written predictions about the cash benefits
or tax consequences you will receive from your investment.

WELLS INVESTMENT SECURITIES, INC.
__________________, 2002

TABLE OF CONTENTS

Questions and Answers About this Offering .......................................................   1
Prospectus Summary ..............................................................................  10
Risk Factors ....................................................................................  17
Investment Risks ............................................................................  17
Real Estate Risks ...........................................................................  21
Section 1031 Exchange Program Risks .........................................................  25
Federal Income Tax Risks ....................................................................  26
Retirement Plan Risks .......................................................................  27
Suitability Standards ...........................................................................  28
Estimated Use of Proceeds .......................................................................  29
Management ......................................................................................  31
General .....................................................................................  31
Committees of the Board of Directors ........................................................  33
Executive Officers and Directors ............................................................  34
Compensation of Directors ...................................................................  37
Independent Director Stock Option Plan ......................................................  38
Independent Director Warrant Plan ...........................................................  39
2000 Employee Stock Option Plan .............................................................  40
Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents ....  41
The Advisor .................................................................................  42
The Advisory Agreement ......................................................................  44
Shareholdings ...............................................................................  46
Affiliated Companies ........................................................................  46
Management Decisions ........................................................................  48
Management Compensation .........................................................................  49
Stock Ownership .................................................................................  52
Conflicts of Interest ...........................................................................  53
Interests in Other Real Estate Programs .....................................................  53
Other Activities of Wells Capital and its Affiliates ........................................  54
Competition .................................................................................  55
Affiliated Dealer Manager ...................................................................  55
Affiliated Property Manager .................................................................  55
Lack of Separate Representation .............................................................  55
Joint Ventures with Affiliates of Wells Capital .............................................  56
Receipt of Fees and Other Compensation by Wells Capital and its Affiliates ..................  56
Certain Conflict Resolution Procedures ......................................................  56
Investment Objectives and Criteria ..............................................................  58
General .....................................................................................  58
Acquisition and Investment Policies .........................................................  58
Development and Construction of Properties ..................................................  61
Terms of Leases and Tenant Creditworthiness .................................................  61
Joint Venture Investments ...................................................................  62
Section 1031 Exchange Program ...............................................................  63
Borrowing Policies ..........................................................................  64
Disposition Policies ........................................................................  65
Investment Limitations ......................................................................  66
Change in Investment Objectives and Limitations .............................................  67

i

Description of Real Estate Investments ...................................................     67
General ..............................................................................     67
Joint Ventures with Affiliates .......................................................     70
Description of Properties ............................................................     73
Property Management Fees .............................................................     95
Real Estate Loans ....................................................................     96
Selected Financial Data ..................................................................     97
Management's Discussion and Analysis of Financial Condition and Results of Operations ....     97
Liquidity and Capital Resources ......................................................     97
Cash Flows From Operating Activities .................................................     99
Cash Flow From Investing Activities ..................................................     99
Cash Flows From Financing Activities .................................................     99
Results of Operations ................................................................     99
Property Operations ..................................................................    100
Funds from Operations ................................................................    100
Inflation ............................................................................    101
Critical Accounting Policies .........................................................    101
Straight-Lined Rental Revenues .......................................................    101
Operating Cost Reimbursements ........................................................    102
Real Estate ..........................................................................    102
Deferred Project Costs ...............................................................    102
Deferred Offering Costs ..............................................................    102
Prior Performance Summary ................................................................    103
Publicly Offered Unspecified Real Estate Programs ....................................    104
Federal Income Tax Considerations ........................................................    112
General ..............................................................................    112
Requirements for Qualification as a REIT .............................................    114
Failure to Qualify as a REIT .........................................................    119
Sale-Leaseback Transactions ..........................................................    119
Taxation of U.S. Shareholders ........................................................    120
Treatment of Tax-Exempt Shareholders .................................................    122
Special Tax Considerations for Non-U.S. Shareholders .................................    122
Statement of Stock Ownership .........................................................    124
State and Local Taxation .............................................................    125
Tax Aspects of Our Operating Partnership .............................................    125
ERISA Considerations .....................................................................    128
Plan Asset Considerations ............................................................    129
Other Prohibited Transactions ........................................................    131
Annual Valuation .....................................................................    131
Description of Shares ....................................................................    132
Common Stock .........................................................................    132
Preferred Stock ......................................................................    133
Meetings and Special Voting Requirements .............................................    133
Restriction on Ownership of Shares ...................................................    134
Dividends ............................................................................    135
Dividend Reinvestment Plan ...........................................................    135
Share Redemption Program .............................................................    136
Restrictions on Roll-Up Transactions .................................................    137
Business Combinations ................................................................    138
Control Share Acquisitions ...........................................................    138
The Operating Partnership Agreement ......................................................    139

ii

General ........................................         139
Capital Contributions ..........................         139
Operations .....................................         139
Exchange Rights ................................         140
Transferability of Interests ...................         141
Plan of Distribution ...............................         141
General ........................................         141
Underwriting Compensation and Terms ............         142
Subscription Procedures ........................         146
Supplemental Sales Material ........................         147
Legal Opinions .....................................         147
Experts ............................................         147
Audited Financial Statements ...................         147
Additional Information .............................         148
Glossary ...........................................         148
Financial Statements ...............................         149
Prior Performance Tables ...........................         194
Subscription Agreement .............................   Exhibit A
Amended and Restated Dividend Reinvestment Plan ....   Exhibit B

iii

Questions and Answers About this Offering

Below we have provided some of the more frequently asked questions and
answers relating to an offering of this type. Please see the "Prospectus
Summary" and the remainder of this prospectus for more detailed information
about this offering.

--------------------------------------------------------------------------------

Q:   What is a REIT?

A:   In general, a REIT is a company that:

.    pays dividends to investors of at least 90% of its taxable income;

.    avoids the "double taxation" treatment of income that generally
results from investments in a corporation because a REIT is not
generally subject to federal corporate income taxes on its net income,
provided certain income tax requirements are satisfied;

.    combines the capital of many investors to acquire or provide financing
for real estate properties; and

.    offers the benefit of a diversified real estate portfolio under
professional management.

--------------------------------------------------------------------------------

Q:   What is Wells Real Estate Investment Trust, Inc.?

A:   Our REIT was formed in 1997 as a Maryland corporation to acquire commercial
real estate properties such as high grade office and industrial buildings
and lease them on a triple-net basis to companies that typically have a net
worth in excess of $100,000,000.

--------------------------------------------------------------------------------

Q:   Who will choose which real estate properties to invest in?

A:   Wells Capital, Inc. (Wells Capital) is our advisor and, as such, manages
our daily affairs and makes recommendations on all property acquisitions to
our board of directors. Our board of directors must approve all of our
property acquisitions.

--------------------------------------------------------------------------------

Q:   Who is Wells Capital?

A:   Wells Capital is a Georgia corporation formed in 1984. As of
________________, 2002, Wells Capital had sponsored public real estate
programs which have raised in excess of $________________ from
approximately _______________ investors and which own and operate a total
of ____ commercial real estate properties.

--------------------------------------------------------------------------------

Q:   Does Wells Capital use any specific criteria when selecting a potential
property acquisition?

A:   Yes. Wells Capital generally seeks to acquire office and industrial
buildings located in densely populated suburban markets leased to large
corporations on a triple-net basis. Typically, each of our corporate
tenants has a net worth in excess of $100,000,000. Current tenants of
public real

1

estate programs sponsored by Wells Capital include The Coca-Cola Company,
Motorola, AT&T, Siemens Automotive, PricewaterhouseCoopers, IBM, and Dial
Corporation.

--------------------------------------------------------------------------------

Q.   Do you currently own any real estate properties?

A.   Yes. As of the date of this prospectus, our REIT has acquired and owns
interests in ____ real estate properties.

We own the following properties directly:

----------------------------------------------------------------------------------------------------------------
Property         Tenant                              Building Type          Location           Occupancy
Name
----------------------------------------------------------------------------------------------------------------

Transocean Houston      Transocean Deepwater Offshore       Office Building        Houston, Texas         100%
Drilling, Inc. and Newpark
Drilling Fluids, Inc.
----------------------------------------------------------------------------------------------------------------
Arthur Andersen         Arthur Andersen L.P.                Office Building        Sarasota, FL           100%
----------------------------------------------------------------------------------------------------------------
Windy Point I           TCI Great Lakes, Inc., The Apollo   Office Building        Schaumburg, IL         100%
Group, Inc., and Global Knowledge
Network, Inc.
----------------------------------------------------------------------------------------------------------------
Windy Point II          Zurich American Insurance           Office Building        Schaumburg, IL         100%
Company, Inc.
----------------------------------------------------------------------------------------------------------------
Convergys               Convergys Customer Management       Office Building        Tamarac, FL            100%
Group, Inc.
----------------------------------------------------------------------------------------------------------------
Lucent                  Lucent Technologies, Inc.           Office Building        Cary, NC               100%
----------------------------------------------------------------------------------------------------------------
Ingram Micro            Ingram Micro L.P.                   Office and             Millington, TN         100%
Distribution Facility
----------------------------------------------------------------------------------------------------------------
Nissan                  Nissan Motor Acceptance             Office Building        Irving, TX             100%
Corporation
----------------------------------------------------------------------------------------------------------------
IKON                    IKON Office Solutions, Inc.         Office Building        Houston, TX            100%
----------------------------------------------------------------------------------------------------------------
State Street            SSB Realty LLC                      Office Building        Quincy, MA             100%
----------------------------------------------------------------------------------------------------------------
Metris Minnesota        Metris Direct, Inc.                 Office Building        Minnetonka, MN         100%
----------------------------------------------------------------------------------------------------------------
Stone & Webster         Stone & Webster, Inc. and SYSCO     Office Building        Houston, TX            100%
Corporation
----------------------------------------------------------------------------------------------------------------
Motorola Plainfield     Motorola, Inc.                      Office Building        S. Plainfield, NJ      100%
----------------------------------------------------------------------------------------------------------------
Delphi                  Delphi Automotive Systems, Inc.     Office Building        Troy, MI               100%
----------------------------------------------------------------------------------------------------------------
Avnet                   Avnet, Inc.                         Office Building        Tempe, AZ              100%
----------------------------------------------------------------------------------------------------------------
Motorola Tempe          Motorola, Inc.                      Office Building        Tempe, AZ              100%
----------------------------------------------------------------------------------------------------------------
ASML                    ASM Lithography, Inc.               Office and Warehouse   Tempe, AZ              100%
Building
----------------------------------------------------------------------------------------------------------------
Dial                    Dial Corporation                    Office Building        Scottsdale, AZ         100%
----------------------------------------------------------------------------------------------------------------
Metris Tulsa            Metris Direct, Inc.                 Office Building        Tulsa, OK              100%
----------------------------------------------------------------------------------------------------------------
Cinemark                Cinemark USA, Inc. and              Office Building        Plano, TX              100%
The Coca-Cola Company
----------------------------------------------------------------------------------------------------------------
Marconi                 Marconi Data Systems,               Office, Assembly and   Wood Dale, IL          100%
Inc.                                Manufacturing
Building
----------------------------------------------------------------------------------------------------------------
Alstom Power Richmond   Alstom Power, Inc.                  Office Building        Midlothian, VA         100%
----------------------------------------------------------------------------------------------------------------
Matsushita              Matsushita Avionics Systems         Office Building        Lake Forest, CA        100%
Corporation
----------------------------------------------------------------------------------------------------------------
AT&T Pennsylvania       Pennsylvania Cellular Telephone     Office Building        Harrisburg, PA         100%
Corp.
----------------------------------------------------------------------------------------------------------------
PwC                     PricewaterhouseCoopers              Office Building        Tampa, FL              100%
----------------------------------------------------------------------------------------------------------------

2

We own interests in the following real estate properties through joint
ventures with affiliates:

----------------------------------------------------------------------------------------------------------------
Property         Tenant                              Building Type          Location            Occupancy
Name
----------------------------------------------------------------------------------------------------------------

ADIC                    Advanced Digital Information        Office Building        Parker, CO             100%
Corporation
----------------------------------------------------------------------------------------------------------------
AmeriCredit             AmeriCredit Financial Services      Office Building        Orange Park, FL        100%
Corporation
----------------------------------------------------------------------------------------------------------------
Comdata                 Comdata Network, Inc.               Office Building        Brentwood, TN          100%
----------------------------------------------------------------------------------------------------------------
AT&T Oklahoma           AT&T Corp. and Jordan Associates    Office Building        Oklahoma City, OK      100%
----------------------------------------------------------------------------------------------------------------
Quest                   Quest Software, Inc.                Office Building        Irvine, CA             100%
----------------------------------------------------------------------------------------------------------------
Siemens                 Siemens Automotive Corporation      Office Building        Troy, MI               100%
----------------------------------------------------------------------------------------------------------------
Gartner                 Gartner Group, Inc.                 Office Building        Fort Myers, FL         100%
----------------------------------------------------------------------------------------------------------------
Johnson Matthey         Johnson Matthey, Inc.               Research and           Wayne, PA              100%
Development, Office
and Warehouse
Building
----------------------------------------------------------------------------------------------------------------
Sprint                  Sprint Communications               Office Building        Leawood, KS            100%
Company L.P.
----------------------------------------------------------------------------------------------------------------
EYBL CarTex             EYBL CarTex, Inc.                   Manufacturing and      Fountain Inn, SC       100%
Office Building
----------------------------------------------------------------------------------------------------------------
Fairchild               Fairchild Technologies U.S.A.,      Manufacturing and      Fremont, CA            100%
Inc.                                Office Building
----------------------------------------------------------------------------------------------------------------
Cort Furniture          Cort Furniture Rental Corporation   Office and Warehouse   Fountain               100%
Building               Valley, CA
----------------------------------------------------------------------------------------------------------------
Iomega                  Iomega Corporation                  Office and Warehouse   Ogden, UT              100%
Building
----------------------------------------------------------------------------------------------------------------
Interlocken             ODS Technologies, L.P. and GAIAM,   Office Building        Broomfield, CO         100%
Inc.
----------------------------------------------------------------------------------------------------------------
Ohmeda                  Ohmeda, Inc.                        Office Building        Louisville, CO         100%
----------------------------------------------------------------------------------------------------------------
Alstom Power            Alstom Power, Inc.                  Office Building        Knoxville, TN          100%
Knoxville
----------------------------------------------------------------------------------------------------------------
Avaya                   Avaya, Inc.                         Office Building        Oklahoma City, OK      100%
----------------------------------------------------------------------------------------------------------------

If you want to read more detailed information about each of these
properties, see the "Description of Real Estate Investments" section of
this prospectus.

--------------------------------------------------------------------------------

Q:   Why do you acquire properties in joint ventures?

A:   We acquire some of our properties in joint ventures in order to diversify
our portfolio of properties in terms of geographic region, property type
and industry group of our tenants.

--------------------------------------------------------------------------------

Q:   What steps do you take to make sure you purchase environmentally compliant
property?

A:   We always obtain a Phase I environmental assessment of each property
purchased. In addition, we generally obtain a representation from the
seller that, to its knowledge, the property is not contaminated with
hazardous materials.

3

--------------------------------------------------------------------------------

Q:   What are the terms of your leases?

A:   Our leases are economically "triple-net" leases, generally having terms of
seven to ten years, many of which have renewal options for an additional
five to ten years. "Triple-net" means that the tenant is responsible for
the cost of repairs, maintenance, property taxes, utilities, insurance and
other operating costs. We often enter into leases with respect which we
have responsibility for replacement of specific structural components of a
property such as the roof of the building or the parking lot.

--------------------------------------------------------------------------------

Q:   How does the Wells REIT own its real estate properties?

A:   We own all of our real estate properties through an "UPREIT" called Wells
Operating Partnership, L.P. (Wells OP). Wells OP was organized to own,
operate and manage real properties on our behalf. The Wells REIT is the
sole general partner of Wells OP.

--------------------------------------------------------------------------------

Q:   What is an "UPREIT"?

A:   UPREIT stands for "Umbrella Partnership Real Estate Investment Trust." We
use this structure because a sale of property directly to the REIT is
generally a taxable transaction to the selling property owner. In an UPREIT
structure, a seller of a property who desires to defer taxable gain on the
sale of his property may transfer the property to the UPREIT in exchange
for limited partnership units in the UPREIT and defer taxation of gain
until the seller later exchanges his UPREIT units on a one-for-one basis
for REIT shares. If the REIT shares are publicly traded, the former
property owner will achieve liquidity for his investment. Using an UPREIT
structure gives us an advantage in acquiring desired properties from
persons who may not otherwise sell their properties because of unfavorable
tax results.

--------------------------------------------------------------------------------

Q:   If I buy shares, will I receive dividends and how often?

A:   We have been making and intend to continue to make dividend distributions
on a quarterly basis to our stockholders. The amount of each dividend
distribution is determined by the board of directors and typically depends
on the amount of distributable funds, current and projected cash
requirements, tax considerations and other factors. However, in order to
remain qualified as a REIT, we must make distributions of at least 90% of
our REIT taxable income.

--------------------------------------------------------------------------------

Q:   How do you calculate the payment of dividends to stockholders?

A:   We calculate our quarterly dividends using daily record and declaration
dates so your dividend benefits will begin to accrue immediately upon
becoming a stockholder.

4

--------------------------------------------------------------------------------

Q:   What have your dividend payments been since you began operations on June 5,
1998?

A:   We have paid the following dividends since we began operations:

Annualized
Percentage Return
on an Investment
Quarter           Approximate Amount (Rounded)      of $10 per Share
-------           ----------------------------      ----------------

3/rd/ Qtr. 1998         $0.150 per share            6.00%
4/th/ Qtr. 1998         $0.163 per share            6.50%

1/st/ Qtr. 1999         $0.175 per share            7.00%
2/nd/ Qtr. 1999         $0.175 per share            7.00%
3/rd/ Qtr. 1999         $0.175 per share            7.00%
4/th/ Qtr. 1999         $0.175 per share            7.00%

1/st/ Qtr. 2000         $0.175 per share            7.00%
2/nd/ Qtr. 2000         $0.181 per share            7.25%
3/rd/ Qtr. 2000         $0.188 per share            7.50%
4/th/ Qtr. 2000         $0.188 per share            7.50%

1/st/ Qtr. 2001         $0.188 per share            7.50%
2/nd/ Qtr. 2001         $0.188 per share            7.50%
3/rd/ Qtr. 2001         $0.188 per share            7.50%
4/th/ Qtr. 2001         $0.194 per share            7.75%

1/st/ Qtr. 2002         $0.194 per share            7.75%
2/nd/ Qtr. 2002         $0.194 per share            7.75%

--------------------------------------------------------------------------------

Q:   May I reinvest my dividends in shares of the Wells REIT?

A:   Yes. You may participate in our dividend reinvestment plan by checking the
appropriate box on the Subscription Agreement or by filling out an
enrollment form we will provide to you at your request. The purchase price
for shares purchased under the dividend reinvestment plan is currently $10
per share.

--------------------------------------------------------------------------------

Q:   Will the dividends I receive be taxable as ordinary income?

A:   Yes and No. Generally, dividends that you receive, including dividends that
are reinvested pursuant to our dividend reinvestment plan, will be taxed as
ordinary income to the extent they are from current or accumulated earnings
and profits. We expect that some portion of your dividends will not be
subject to tax in the year received due to the fact that depreciation
expenses reduce taxable income but do not reduce cash available for
distribution. Amounts not subject to tax immediately will reduce the tax
basis of your investment. This, in effect, defers a portion of your tax
until your investment is sold or the Wells REIT is liquidated, at which
time you will be

5

taxed at capital gains rates. However, because each investor's tax
considerations are different, we suggest that you consult with your tax
advisor. You should also review the section of the prospectus entitled
"Federal Income Tax Considerations."

--------------------------------------------------------------------------------

Q:       What will you do with the money raised in this offering?

A:       We will use your investment proceeds to purchase commercial real estate
such as high grade office and industrial buildings. We intend to invest
a minimum of 84% of the proceeds from this offering to acquire real
estate properties, and the remaining proceeds will be used to pay fees
and expenses of this offering and acquisition-related expenses. The
payment of these fees and expenses will not reduce your invested
capital. Your initial invested capital amount will remain $10 per
share, and your dividend yield will be based on your $10 per share
investment.

Until we invest the proceeds of this offering in real estate, we may
invest in short-term, highly liquid or other authorized investments.
Such short-term investments will not earn as high of a return as we
expect to earn on our real estate investments, and we cannot guarantee
how long it will take to fully invest the proceeds in real estate.

We received approximately $132,181,919 in gross offering proceeds from
the sale of 13,218,192 shares of common stock in our initial public
offering, which commenced on January 30, 1998 and was terminated on
December 19, 1999. Of the $132,181,919 raised in the initial offering,
we invested a total of $111,032,812 in real estate properties. We
received approximately $175,229,193 in gross offering proceeds from the
sale of 17,522,920 shares of common stock in our second public
offering, which commenced on December 20, 1999 and was terminated on
December 19, 2000. Of the $175,229,193 raised in the second offering,
we invested a total of $147,192,522 in real estate properties. As of
_________, 2002, we had received approximately $______________ in gross
offering proceeds from the sale of ____________ shares of common stock
in our third offering, which commenced on December 20, 2000. Of this
additional $_______________ raised in the third offering, we invested
or expect to invest approximately $________________ in real estate
properties.

--------------------------------------------------------------------------------

Q:       What kind of offering is this?

A:       We are offering the public up to 300,000,000 shares of common stock on
a "best efforts" basis.

--------------------------------------------------------------------------------

Q:       How does a "best efforts" offering work?

A:       When shares are offered to the public on a "best efforts" basis, the
brokers participating in the offering are only required to use their
best efforts to sell the shares and have no firm commitment or
obligation to purchase any of the shares.

--------------------------------------------------------------------------------

Q:       How long will this offering last?

A:       The offering will not last beyond ________________, 2004.

6

--------------------------------------------------------------------------------

Q:       Who can buy shares?

A:       You can buy shares pursuant to this prospectus provided that you have
either (1) a net worth of at least $45,000 and an annual gross income
of at least $45,000, or (2) a net worth of at least $150,000. For this
purpose, net worth does not include your home, home furnishings and
personal automobiles. These minimum levels may be higher in certain
states, so you should carefully read the more detailed description in
the "Suitability Standards" section of this prospectus.

--------------------------------------------------------------------------------

Q:       Is there any minimum investment required?

A:       Yes. Generally, you must invest at least $1,000. Except in Maine,
Minnesota, Nebraska and Washington, investors who already own our
shares or who have purchased units from an affiliated Wells public real
estate program can make purchases for less than the minimum investment.
These minimum investment levels may be higher in certain states, so you
should carefully read the more detailed description of the minimum
investment requirements appearing later in the "Suitability Standards"
section of this prospectus.

--------------------------------------------------------------------------------

Q:       How do I subscribe for shares?

A:       If you choose to purchase shares in this offering, you will need to
fill out a Subscription Agreement, like the one contained in this
prospectus as Exhibit A, for a specific number of shares and pay for
the shares at the time you subscribe.

--------------------------------------------------------------------------------

Q:       If I buy shares in this offering, how may I later sell them?

A:       At the time you purchase the shares, they will not be listed for
trading on any national securities exchange or over-the-counter market.
In fact, we expect that there will not be any public market for the
shares when you purchase them, and we cannot be sure if one will ever
develop. As a result, you may find it difficult to find a buyer for
your shares and realize a return on your investment. You may sell your
shares to any buyer unless such sale would cause the buyer to own more
than 9.8% of the outstanding stock. See "Description of Shares -
Restriction on Ownership of Shares."

In addition, after you have held your shares for at least one year, you
may be able to have your shares repurchased by the Wells REIT pursuant
to our share redemption program. See the "Description of Shares - Share
Redemption Program" section of the prospectus.

If we have not listed the shares on a national securities exchange or
over-the-counter market by January 30, 2008, our articles of
incorporation require us to begin selling our properties and other
assets and return the net proceeds from these sales to our stockholders
through distributions.

7

--------------------------------------------------------------------------------

Q:       What is the experience of your officers and directors?

A:       Our management team has extensive previous experience investing in and
managing commercial real estate. Below is a short description of the
background of each of our directors. See the "Management - Executive
Officers and Directors" section on page ___ of this prospectus for a
more detailed description of the background and experience of each of
our directors.

.        Leo F. Wells, III - President of the Wells REIT and founder of
Wells Real Estate Funds in 1985 and has been involved in real
estate sales, management and brokerage services for over 28
years;

.        Douglas P. Williams - Executive Vice President, Secretary and
Treasurer of the Wells REIT and former accounting executive at
OneSource, Inc., a supplier of janitorial and landscape
services;

.        John L. Bell - Former owner and Chairman of Bell-Mann, Inc.,
the largest flooring contractor in the Southeast;

.        Richard W. Carpenter - President and a director of Realmark
Holdings Corp., a residential and commercial real estate
developer;

.        Bud Carter - Former broadcast news director and anchorman and
current Senior Vice President for The Executive Committee, an
organization established to aid corporate presidents and CEOs;

.        William H. Keogler, Jr. - Founder and former executive officer
and director of Keogler, Morgan & Company, Inc., a full
service brokerage firm;

.        Donald S. Moss - Former executive officer of Avon Products,
Inc.;

.        Walter W. Sessoms - Former executive officer of BellSouth
Telecommunications, Inc.; and

.        Neil H. Strickland - Founder of Strickland General Agency,
Inc., a property and casualty general insurance agency
concentrating on commercial customers.

--------------------------------------------------------------------------------

Q:       Will I be notified of how my investment is doing?

A:       Yes, you will receive periodic updates on the performance of your
investment with us, including:

.        Four detailed quarterly dividend reports;

.        Three quarterly financial reports;

.        An annual report; and

.        An annual IRS Form 1099.

8

--------------------------------------------------------------------------------

Q:       When will I get my detailed tax information?

A:       Your Form 1099 tax information will be placed in the mail by January 31
of each year.

--------------------------------------------------------------------------------

Q:       Who can help answer my questions?

A:       If you have more questions about the offering or if you would like
additional copies of this prospectus, you should contact your
registered representative or contact:

Client Services Department
Wells Capital, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092
(800) 557-4830 or (770) 243-8282
www.wellsref.com

9

Prospectus Summary

This prospectus summary highlights selected information contained
elsewhere in this prospectus. It is not complete and does not contain all
of the information that is important to your decision whether to invest in
the Wells REIT. To understand this offering fully, you should read the
entire prospectus carefully, including the "Risk Factors" section and the
financial statements.

Wells Real Estate Investment Trust, Inc.

Wells Real Estate Investment Trust, Inc. is a REIT that owns net
leased commercial real estate properties. We currently own interests in ___
commercial real estate properties located in ___ states. Our office is
located at 6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092.
Our telephone number outside the State of Georgia is 800-557-4830
(770-243-8282 in Georgia). We refer to Wells Real Estate Investment Trust,
Inc. as the Wells REIT in this prospectus.

Our Advisor

Our advisor is Wells Capital, Inc., which is responsible for managing
our affairs on a day-to-day basis and for identifying and making
acquisitions on our behalf. We refer to Wells Capital, Inc. as Wells
Capital in this prospectus.

Our Management

Our board of directors must approve each real property acquisition
proposed by Wells Capital, as well as certain other matters set forth in
our articles of incorporation. We have nine members on our board of
directors. Seven of the directors are independent of Wells Capital and have
responsibility for reviewing its performance. Our directors are elected
annually by the stockholders.

Our REIT Status

As a REIT, we generally are not subject to federal income tax on
income that we distribute to our stockholders. Under the Internal Revenue
Code, REITs are subject to numerous organizational and operational
requirements, including a requirement that they distribute at least 90% of
their taxable income to their stockholders. If we fail to qualify for
taxation as a REIT in any year, our income will be taxed at regular
corporate rates, and we may be precluded from qualifying for treatment as a
REIT for the four-year period following our failure to qualify. Even if we
qualify as a REIT for federal income tax purposes, we may still be subject
to state and local taxes on our income and property and to federal income
and excise taxes on our undistributed income.

Summary Risk Factors

Following are the most significant risks relating to your investment:

.    There is no public trading market for the shares, and we cannot
assure you that one will ever develop. Until the shares are
publicly traded, you will have a difficult time trying to sell
your shares.

10

.    You must rely on Wells Capital, our advisor, for the day-to-day
management of our business and the selection of our real estate
properties.

.    To ensure that we continue to qualify as a REIT, our articles of
incorporation prohibit any stockholder from owning more than 9.8% of
our outstanding shares.

.    We may not remain qualified as a REIT for federal income tax purposes,
which would subject us to the payment of tax on our income at
corporate rates and reduce the amount of funds available for payment
of dividends to our stockholders.

.    You will not have preemptive rights as a stockholder so any shares we
issue in the future may dilute your interest in the Wells REIT.

.    We will pay significant fees to Wells Capital and its affiliates.

.    Real estate investments are subject to cyclical trends that are out of
our control.

.    You will not have an opportunity to evaluate all of the properties
that will be in our portfolio prior to investing.

.    Loans we obtain will be secured by some of our properties, which will
put those properties at risk of forfeiture if we are unable to pay our
debts.

.    Our investment in vacant land to be developed may create risks
relating to the builder's ability to control construction costs,
failure to perform or failure to build in conformity with plans,
specifications and timetables.

.    The vote of stockholders owning at least a majority of the shares will
bind all of the stockholders as to certain matters such as the
election of directors and amendment of our articles of incorporation.

.    If we do not obtain listing of the shares on a national exchange by
January 30, 2008, our articles of incorporation provide that we must
begin to sell all of our properties and distribute the net proceeds to
our stockholders.

.    Our advisor will face various conflicts of interest resulting from its
activities with affiliated entities.

Before you invest in the Wells REIT, you should see the complete discussion
of the "Risk Factors" beginning on page ___ of this prospectus.

Description of Real Estate Investments

Please refer to the "Description of Real Estate Investments" section of
this prospectus for a description of the real estate properties we have
purchased to date and the various real estate loans we have outstanding. Wells
Capital is currently evaluating additional potential property acquisitions. When
we either acquire a property or believe that there is a reasonable probability
that we will acquire a particular property, we will provide a supplement to this
prospectus to describe the property. You should not assume that we will actually
acquire any property that we describe in a supplement as a reasonable
probability acquisition because one or more contingencies to the purchase may
prevent the acquisition.

11

Estimated Use of Proceeds of Offering

We anticipate that we will invest at least 84% of the proceeds of this
offering in real estate properties. We will use the remainder of the offering
proceeds to pay selling commissions, fees and expenses relating to the selection
and acquisition of properties and the costs of the offering.

Investment Objectives

Our investment objectives are:

.    to maximize cash dividends paid to you;

.    to preserve, protect and return your capital contribution;

.    to realize growth in the value of our properties upon our ultimate
sale of such properties; and

.    to provide you with liquidity of your investment by listing the shares
on a national exchange or, if we do not obtain listing of the shares
by January 30, 2008, by selling our properties and distributing the
cash to you.

We may only change these investment objectives upon a majority vote of the
stockholders. See the "Investment Objectives and Criteria" section of this
prospectus for a more complete description of our business and objectives.

Conflicts of Interest

Wells Capital, as our advisor, will experience conflicts of interest in
connection with the management of our business affairs, including the following:

.    Wells Capital will have to allocate its time between the Wells REIT
and other real estate programs and activities in which it is involved;

.    Wells Capital must determine which properties should be acquired by
the Wells REIT or another Wells program or joint venture and which
Wells program or other entity should enter into a joint venture with
the Wells REIT for the acquisition and operation of specific
properties;

.    Wells Capital may compete with other Wells programs for the same
tenants in negotiating leases or in selling similar properties at the
same time; and

.    Wells Capital and its affiliates will receive fees in connection with
transactions involving the purchase, management and sale of our
properties regardless of the quality of the property acquired or the
services provided to us.

See the "Conflicts of Interest" section of this prospectus on page ___ for a
detailed discussion of the various conflicts of interest relating to your
investment, as well as the procedures that we have established to resolve a
number of these potential conflicts.

12

The following chart shows the ownership structure of the various Wells
entities that are affiliated with Wells Capital.

--------------------------------------------
LEO F. WELLS, III
(President)
--------------------------------------------

100%

--------------------------------------------------------------------------

Wells Real Estate Funds, Inc.

--------------------------------------------------------------------------

100%                      100%                      100%

--------------    ----------------------------------------    -----------------
Wells
Management                          Wells                       Wells Capital,
Company,                         Investment                          Inc.
Inc.                        Securities, Inc.                    (Advisor)
(Property                      (Dealer Manager)
Manager)
--------------    ----------------------------------------    ------------------

100%                                                        Advisory
Agreement

--------------                                                ------------------
Wells
Development                                                      Wells REIT
Corporation
--------------                                                ------------------

Prior Offering Summary

Wells Capital and its affiliates have previously sponsored 14 publicly
offered real estate limited partnerships and the Wells REIT on an unspecified
property or "blind pool" basis. As of __________, 2002, they have raised
approximately $______________ from approximately __________ investors in these
15 public real estate programs. The "Prior Performance Summary" on page ____ of
this prospectus contains a discussion of the Wells programs sponsored to date.
Certain statistical data relating to the Wells programs with investment
objectives similar to ours is also provided in the "Prior Performance Tables"
included at the end of this prospectus.

The Offering

We are offering up to 300,000,000 shares to the public at $10 per share and
up to 30,000,000 shares pursuant to our dividend reinvestment plan at $10 per
share. We reserve the right in the future to reallocate additional dividend
reinvestment shares out of the shares we are offering to the public, if
necessary. We are also offering up to 13,200,000 shares to broker-dealers
pursuant to warrants whereby participating broker-dealers will have the right to
purchase one share for every 25 shares they sell in this offering. The exercise
price for shares purchased pursuant to the warrants is $12 per share.

13

Terms of the Offering

We will begin selling shares in this offering upon the effective date of
this prospectus, and this offering will terminate on or before _____________,
2004. However, we may terminate this offering at any time prior to such
termination date. We will hold your investment proceeds in our account until we
withdraw funds for the acquisition of real estate properties or the payment of
fees and expenses. We generally admit stockholders to the Wells REIT on a daily
basis.

Compensation to Wells Capital

Wells Capital and its affiliates will receive compensation and fees for
services relating to this offering and the investment and management of our
assets. The most significant items of compensation are included in the following
table:

--------------------------------------------------------------------------------------------------------------
Estimated $$ Amount
for Maximum Offering
Type of Compensation                       Form of Compensation              (330,000,000 shares)
--------------------------------------------------------------------------------------------------------------

Offering Stage
--------------------------------------------------------------------------------------------------------------
Sales Commissions              7.0% of gross offering proceeds                   $231,000,000
--------------------------------------------------------------------------------------------------------------
Dealer Manager Fee             2.5% of gross offering proceeds                   $ 82,500,000
--------------------------------------------------------------------------------------------------------------
Offering Expenses              3.0% of gross offering proceeds                   $ 49,500,000
(estimated)
--------------------------------------------------------------------------------------------------------------
Acquisition and Development Stage
--------------------------------------------------------------------------------------------------------------
Acquisition and                3.0% of gross offering proceeds                   $ 99,000,000
Advisory Fees
--------------------------------------------------------------------------------------------------------------
Acquisition Expenses           0.5% of gross offering proceeds                   $ 16,500,000
--------------------------------------------------------------------------------------------------------------
Operational Stage
--------------------------------------------------------------------------------------------------------------
Property Management            4.5% of gross revenues                                 N/A
and Leasing Fees
--------------------------------------------------------------------------------------------------------------
Initial Lease-Up Fee for       Competitive fee for geographic location of             N/A
Newly Constructed              property based on a survey of brokers and
Property                       agents (customarily equal to the first
month's rent)
--------------------------------------------------------------------------------------------------------------
Real Estate Commission         3.0% of contract price for properties sold             N/A
after investors receive a return of
capital plus an 8.0% return on capital
--------------------------------------------------------------------------------------------------------------
Subordinated Participation     10.0% of remaining amounts of net sale                 N/A
in Net Sale Proceeds           proceeds after return of capital plus
(Payable Only if the Wells     payment to investors of an 8.0% cumulative
REIT is not Listed on an       non-compounded return on the capital
Exchange)                      contributed by investors
--------------------------------------------------------------------------------------------------------------
Subordinated Incentive         10.0% of the amount by which the adjusted              N/A
Listing Fee (Payable only      market value of the Wells REIT exceeds the
if the Wells REIT is listed    aggregate capital contributions contributed
on an exchange)                by investors
--------------------------------------------------------------------------------------------------------------

14

There are many additional conditions and restrictions on the amount of
compensation Wells Capital and its affiliates may receive. There are also some
smaller items of compensation and expense reimbursements that Wells Capital may
receive. For a more detailed explanation of these fees and expenses payable to
Wells Capital and its affiliates, please see the "Management Compensation"
section of this prospectus on page ____.

Dividend Policy

In order to remain qualified as a REIT, we are required to distribute 90%
of our annual taxable income to our stockholders. We have paid dividends to our
stockholders at least quarterly since the first quarter after we commenced
operations on June 5, 1998. We calculate our quarterly dividends based upon
daily record and dividend declaration dates so investors will be entitled to
dividends immediately upon purchasing shares. We expect to pay dividends to you
on a quarterly basis.

Listing

Our articles of incorporation allow us to list our shares on a national
securities exchange on or before January 30, 2008. In the event we do not obtain
listing prior to that date, our articles of incorporation require us to begin
the sale of our properties and liquidation of our assets.

Dividend Reinvestment Plan

You may participate in our dividend reinvestment plan pursuant to which you
may have the dividends you receive reinvested in shares of the Wells REIT. If
you participate, you will be taxed on your share of our taxable income even
though you will not receive the cash from your dividends. As a result, you may
have a tax liability without receiving cash dividends to pay such liability. We
may terminate the dividend reinvestment plan at our discretion at any time upon
10 days notice to you. (See "Description of Shares -- Dividend Reinvestment
Plan.")

Share Redemption Program

We may use proceeds received from the sale of shares pursuant to our
dividend reinvestment plan to redeem your shares. After you have held your
shares for a minimum of one year, our share redemption program provides an
opportunity for you to redeem your shares, subject to certain restrictions and
limitations, for the lesser of $10 per share or the price you actually paid for
your shares. The board of directors reserves the right to amend or terminate the
share redemption program at any time. The board of directors has delegated to
our officers the right to (1) waive the one-year holding period in the event of
the death or bankruptcy of a stockholder or other exigent circumstances, or (2)
reject any request for redemption at any time and for any reason. You will have
no right to request redemption of your shares after should the shares become
listed on a national exchange. (See "Description of Shares -- Share Redemption
Program.")

Wells Operating Partnership, L.P.

We own all of our real estate properties through Wells Operating
Partnership, L.P. (Wells OP), our operating partnership. We are the sole general
partner of Wells OP. Wells Capital is currently the only limited partner based
on its initial contribution of $200,000. Our ownership of properties in Wells OP
is referred to as an "UPREIT." The UPREIT structure allows us to acquire real
estate properties in exchange for limited partnership units in Wells OP. This
structure will also allow sellers of properties to transfer their properties to
Wells OP in exchange for units of Wells OP

15

and defer gain recognition for tax purposes with respect to such transfers of
properties. At present, we have no plans to acquire any specific properties in
exchange for units of Wells OP. The holders of units in Wells OP may have their
units redeemed for cash under certain circumstances. (See "The Operating
Partnership Agreement.")

ERISA Considerations

The section of this prospectus entitled "ERISA Considerations"
describes the effect the purchase of shares will have on individual retirement
accounts (IRAs) and retirement plans subject to the Employee Retirement Income
Security Act of 1974, as amended (ERISA), and/or the Internal Revenue Code.
ERISA is a federal law that regulates the operation of certain tax-advantaged
retirement plans. Any retirement plan trustee or individual considering
purchasing shares for a retirement plan or an IRA should read this section of
the prospectus very carefully.

Description of Shares

General
-------

Your investment will be recorded on our books only. We will not issue
stock certificates. If you wish to transfer your shares, you will be required to
send an executed transfer form to us. We will provide the required form to you
upon request.

Stockholder Voting Rights and Limitations
-----------------------------------------

We hold annual meetings of our stockholders for the purpose of electing
our directors or conducting other business matters that may be presented at such
meetings. We may also call a special meeting of stockholders from time to time
for the purpose of conducting certain matters. You are entitled to one vote for
each share you own at any of these meetings.

Restriction on Share Ownership
------------------------------

Our articles of incorporation contain a restriction on ownership of the
shares that prevents one person from owning more than 9.8% of the outstanding
shares. (See "Description of Shares -- Restriction on Ownership of Shares.")
These restrictions are designed to enable us to comply with share accumulation
restrictions imposed on REITs by the Internal Revenue Code.

For a more complete description of the shares, including restrictions
on the ownership of shares, please see the "Description of Shares" section of
this prospectus on page ____.

16

Risk Factors

Your purchase of shares involves a number of risks. In addition to
other risks discussed in this prospectus, you should specifically consider the
following:

Investment Risks

Marketability Risk

There is no public trading market for your shares.

There is no current public market for the shares and, therefore, it
will be difficult for you to sell your shares promptly. In addition, the price
received for any shares sold is likely to be less than the proportionate value
of the real estate we own. Therefore, you should purchase the shares only as a
long-term investment. See "Description of Shares - Share Redemption Program" for
a description of our share redemption program.

Management Risks

You must rely on Wells Capital for selection of properties.

Our ability to achieve our investment objectives and to pay dividends
is dependent upon the performance of Wells Capital, our advisor, in the quality
and timeliness of our acquisitions of real estate properties, the selection of
tenants and the determination of any financing arrangements. Except for the
investments described in this prospectus, you will have no opportunity to
evaluate the terms of transactions or other economic or financial data
concerning our investments. You must rely entirely on the management ability of
Wells Capital and the oversight of the board of directors.

We depend on key personnel.

Our success depends to a significant degree upon the continued
contributions of certain key personnel, including Leo F. Wells, III, Douglas P.
Williams, M. Scott Meadows, David H. Steinwedell, and John G. Oliver, each of
whom would be difficult to replace. If any of our key personnel were to cease
employment with us, our operating results could suffer. We also believe that our
future success depends, in large part, upon our ability to hire and retain
highly skilled managerial, operational and marketing personnel. Competition for
such personnel is intense, and we cannot assure you that we will be successful
in attracting and retaining such skilled personnel.

Conflicts of Interest Risks

Wells Capital will face conflicts of interest relating to time
management.

Wells Capital and its affiliates are general partners and sponsors of
other real estate programs having investment objectives and legal and financial
obligations similar to the Wells REIT. Because Wells Capital and its affiliates
have interests in other real estate programs and also engage in other business
activities, they may have conflicts of interest in allocating their time between
our business and these other activities. During times of intense activity in
other programs and ventures, they may devote less time and resources to our
business than is necessary or appropriate. (See "Conflicts of Interest.") If
Wells Capital, for any reason, is not able to provide investment opportunities
to us consistent with our investment objectives in a timely manner, we may have
lower returns on our investments.

17

Wells Capital will face conflicts of interest relating to the purchase
and leasing of properties.

We may be buying properties at the same time as one or more of the
other Wells programs are buying properties. There is a risk that Wells Capital
will choose a property that provides lower returns to us than a property
purchased by another Wells program. We may acquire properties in geographic
areas where other Wells programs own properties. If one of the Wells programs
attracts a tenant that we are competing for, we could suffer a loss of revenue
due to delays in locating another suitable tenant. (See "Conflicts of
Interest.")

Certain of our officers and directors face conflicts of interest
relating to the positions they hold with other entities.

Certain of our executive officers and directors are also officers and
directors of Wells Capital, our advisor and the general partner of various other
Wells programs, Wells Management Company, Inc., our Property Manager, and Wells
Investment Securities, Inc., our Dealer Manager, and, as such, owe fiduciary
duties to these various entities and their stockholders and limited partners.
Such fiduciary duties may from time to time conflict with the fiduciary duties
owed to the Wells REIT and its stockholders. (See "Conflicts of Interest.")

We will be subject to additional risks as a result of our joint
ventures with affiliates.

We have entered in the past and are likely to continue in the future to
enter into joint ventures with other Wells programs for the acquisition,
development or improvement of properties. We may also purchase and develop
properties in joint ventures or in partnerships, co-tenancies or other
co-ownership arrangements with sellers of properties, affiliates of sellers,
developers or other persons. Such investments may involve risks not otherwise
present with an investment in real estate, including, for example:

.        the possibility that our co-venturer, co-tenant or partner in
an investment might become bankrupt;

.        that such co-venturer, co-tenant or partner may at any time
have economic or business interests or goals which are or
which become inconsistent with our business interests or
goals; or

.        that such co-venturer, co-tenant or partner may be in a
position to take action contrary to our instructions or
requests or contrary to our policies or objectives.

Actions by such a co-venturer, co-tenant or partner might have the result of
subjecting the property to liabilities in excess of those contemplated and may
have the effect of reducing your returns.

Wells Capital will face conflicts of interest relating to joint
ventures with affiliates.

Wells Capital, our advisor, is currently sponsoring a public offering
on behalf of Wells Real Estate Fund XIII, L.P. (Wells Fund XIII), which is an
unspecified property real estate program. (See "Prior Performance Summary.") In
the event that we enter into a joint venture with Wells Fund XIII or any other
Wells program or joint venture, we may face certain additional risks and
potential conflicts of interest. For example, Wells Fund XIII and the other
Wells public limited partnerships will never have an active trading market.
Therefore, if we become listed on a national exchange, we may no longer have
similar goals and objectives with respect to the resale of properties in the
future. In addition, in the event that the Wells REIT is not listed on a
securities exchange by January 30, 2008, our organizational

18

documents provide for an orderly liquidation of our assets. In the event of such
liquidation, any joint venture between the Wells REIT and another Wells program
may be required to sell its properties at such time. Our joint venture partners
may not desire to sell the properties at that time. Although the terms of any
joint venture agreement between the Wells REIT and another Wells program would
grant the other Wells program a right of first refusal to buy such properties,
it is unlikely that they would have sufficient funds to exercise the right of
first refusal under these circumstances.

Agreements and transactions between the parties with respect to joint
ventures between the Wells REIT and other Wells programs will not have the
benefit of arm's length negotiation of the type normally conducted between
unrelated co-venturers. Under these joint venture agreements, none of the
co-venturers may have the power to control the venture, and an impasse could be
reached regarding matters pertaining to the joint venture, which might have a
negative impact on the joint venture and decrease potential returns to you. In
the event that a co-venturer has a right of first refusal to buy out the other
co-venturer, it may be unable to finance such buy-out at that time. It may also
be difficult for us to sell our interest in any such joint venture or
partnership or as a co-tenant in property. In addition, to the extent that our
co-venturer, partner or co-tenant is an affiliate of Wells Capital, certain
conflicts of interest will exist. (See "Conflicts of Interest - Joint Ventures
with Affiliates of Wells Capital.")

General Investment Risks

A limit on the number of shares a person may own may discourage a
takeover.

Our articles of incorporation restrict ownership by one person to no
more than 9.8% of the outstanding shares. This restriction may discourage a
change of control of the Wells REIT and may deter individuals or entities from
making tender offers for shares, which offers might be financially attractive to
stockholders or which may cause a change in the management of the Wells REIT.
(See "Description of Shares - Restriction on Ownership of Shares.")

We will not be afforded the protection of Maryland Corporation Law
relating to business combinations.

Provisions of Maryland Corporation Law prohibit business combinations,
unless prior approval of the board of directors is obtained before the person
became an interested stockholder, with:

.        any person who beneficially owns 10% or more of the voting
power of our outstanding shares;

.        any of our affiliates who, at any time within the two year
period prior to the date in question, was the beneficial owner
of 10% or more of the voting power of our outstanding shares
(interested stockholder); or

.        an affiliate of an interested stockholder.

These prohibitions are intended to prevent a change of control by
interested stockholders who do not have the support of the board of directors.
Since our articles of incorporation contain limitations on ownership of 9.8% or
more of our common stock, we opted out of the business combinations statute in
our articles of incorporation. Therefore, we will not be afforded the
protections of this statute and, accordingly, there is no guarantee that the
ownership limitations in our articles of incorporation would provide the same
measure of protection as the business combinations statute and prevent an
undesired change of control by an interested stockholder. (See "Description of
Shares - Restriction on Ownership of Shares" and "Description of Shares -
Business Combinations.")

19

You are bound by the majority vote on matters on which you are entitled
to vote.

You may vote on certain matters at any annual or special meeting of
stockholders, including the election of our directors. However, you will be
bound by the majority vote on matters requiring approval of a majority of the
stockholders even if you do not vote with the majority on any such matter.

You are limited in your ability to sell your shares pursuant to the
share redemption program.

Even though our share redemption program provides you with the
opportunity to redeem your shares for $10 per share (or the price you paid for
the shares, if lower than $10) after you have held them for a period of one
year, you should be fully aware that our share redemption program contains
certain restrictions and limitations. Shares will be redeemed on a first-come,
first-served basis and will be limited to the lesser of (1) during any calendar
year, three percent (3%) of the weighted average number of shares outstanding
during the prior calendar year, or (2) the proceeds we receive from the sale of
shares under our dividend reinvestment plan such that in no event shall the
aggregate amount of redemptions under our share redemption program exceed
aggregate proceeds received from the sale of shares pursuant to our dividend
reinvestment plan. The board of directors reserves the right to amend or
terminate the share redemption program at any time. In addition, the board of
directors has delegated authority to our officers to reject any request for
redemption for any reason at any time. Therefore, in making a decision to
purchase shares of the Wells REIT, you should not assume that you will be able
to sell any of your shares back to us pursuant to our share redemption program.
(See "Description of Shares - Share Redemption Program.")

We established the offering price on an arbitrary basis.

Our board of directors has arbitrarily determined the selling price of
the shares and such price bears no relationship to any established criteria for
valuing issued or outstanding shares.

Your interest in the Wells REIT may be diluted if we issue additional
shares.

Existing stockholders and potential investors in this offering do not
have preemptive rights to any shares issued by the Wells REIT in the future.
Therefore, existing stockholders and investors purchasing shares in this
offering may experience dilution of their equity investment in the Wells REIT in
the event that we:

.        sell shares in this offering or sell additional shares in the
future, including those issued pursuant to the dividend
reinvestment plan;

.        sell securities that are convertible into shares;

.        issue shares in a private offering of securities to
institutional investors;

.        issue shares of common stock upon the exercise of the options
granted to our independent directors or employees of Wells
Capital and Wells Management Company, Inc. (Wells Management)
or the warrants issued and to be issued to participating
broker-dealers or our independent directors; or

.        issue shares to sellers of properties acquired by us in
connection with an exchange of limited partnership units from
Wells OP.

20

Payment of fees to Wells Capital and its affiliates will reduce cash
available for investment and distribution.

Wells Capital and its affiliates will perform services for us in
connection with the offer and sale of the shares, the selection and acquisition
of our properties, and the management and leasing of our properties. They will
be paid substantial fees for these services, which will reduce the amount of
cash available for investment in properties or distribution to stockholders.
(See "Management Compensation.")

The availability and timing of cash dividends is uncertain.

We bear all expenses incurred in our operations, which are deducted
from cash funds generated by operations prior to computing the amount of cash
dividends to be distributed to the stockholders. In addition, our board of
directors, in its discretion, may retain any portion of such funds for working
capital. We cannot assure you that sufficient cash will be available to pay
dividends to you.

We are uncertain of our sources for funding of future capital needs.

Substantially all of the gross proceeds of the offering will be used
for investment in properties and for payment of various fees and expenses. (See
"Estimated Use of Proceeds.") In addition, we do not anticipate that we will
maintain any permanent working capital reserves. Accordingly, in the event that
we develop a need for additional capital in the future for the improvement of
our properties or for any other reason, we have not identified any sources for
such funding, and we cannot assure you that such sources of funding will be
available to us for potential capital needs in the future.

Real Estate Risks

General Real Estate Risks

Your investment will be affected by adverse economic and regulatory
changes.

We will be subject to risks generally incident to the ownership of real
estate, including:

.    changes in general economic or local conditions;

.    changes in supply of or demand for similar or competing
properties in an area;

.    changes in interest rates and availability of permanent mortgage
funds which may render the sale of a property difficult or
unattractive;

.    changes in tax, real estate, environmental and zoning laws; and

.    periods of high interest rates and tight money supply.

For these and other reasons, we cannot assure you that we will be profitable or
that we will realize growth in the value of our real estate properties.

A property that incurs a vacancy could be difficult to sell or
re-lease.

A property may incur a vacancy either by the continued default of a
tenant under its lease or the expiration of one of our leases. Most of our
properties are specifically suited to the particular needs of our tenants.
Therefore, we may have difficulty obtaining a new tenant for any vacant space we
have in

21

our properties. If the vacancy continues for a long period of time, we may
suffer reduced revenues resulting in less cash dividends to be distributed to
stockholders. In addition, the resale value of the property could be diminished
because the market value of a particular property will depend principally upon
the value of the leases of such property.

We are dependent on tenants for our revenue.

Most of our properties are occupied by a single tenant and, therefore,
the success of our investments are materially dependant on the financial
stability of our tenants. Lease payment defaults by tenants would most likely
cause us to reduce the amount of distributions to stockholders. A default of a
tenant on its lease payments to us would cause us to lose the revenue from the
property and cause us to have to find additional tenants. If there are a
substantial number of tenants that are in default at any one time, we could have
difficulty making mortgage payments that could result in foreclosures of
properties subject to a mortgage. In the event of a default, we may experience
delays in enforcing our rights as landlord and may incur substantial costs in
protecting our investment and re-letting our property. If a lease is terminated,
we cannot assure you that we will be able to lease the property for the rent
previously received or sell the property without incurring a loss.

We rely on certain tenants.

A substantial amount of our annual rental income is reliant upon SSB
Realty, LLC (______%), Metris Direct, Inc. (_____%), Motorola, Inc. (______%),
and Zurich American Insurance Company, Inc. (_____%). The revenues generated by
the properties these tenants occupy are substantially reliant upon the financial
condition of these tenants and, accordingly, any event of bankruptcy, insolvency
or a general downturn in the business of any of these tenants may result in the
failure or delay of such tenant's rental payments which may have a substantial
adverse effect on our financial performance. (See "Description of Real Estate
Investments " and "Management's Discussion and Analysis of Financial Condition
and Results of Operations.")

We may not have funding for future tenant improvements.

When a tenant at one of our properties does not renew its lease or
otherwise vacates its space in one of our buildings, it is likely that, in order
to attract one or more new tenants, we will be required to expend substantial
funds for tenant improvements and tenant refurbishments to the vacated space.
Substantially all of our net offering proceeds will be invested in real estate
properties, and we do not anticipate that we will maintain permanent working
capital reserves. We also have no identified funding source to provide funds
which may be required in the future for tenant improvements and tenant
refurbishments in order to attract new tenants. We cannot assure you that we
will have any sources of funding available to us for such purposes in the
future.

Uninsured losses relating to real property may adversely affect your
returns.

Wells Capital will attempt to ensure that all of our properties are
adequately insured to cover casualty losses. However, in the event that any of
our properties incurs a casualty loss that is not fully covered by insurance,
the value of our assets will be reduced by any such uninsured loss. In addition,
we have no source of funding to repair or reconstruct the damaged property, and
we cannot assure you that any such sources of funding will be available to us
for such purposes in the future.

22

Development and construction of properties may result in delays and
increased costs and risks.

We may invest some or all of the proceeds available for investment in
the acquisition and development of properties upon which we will develop and
construct improvements at a fixed contract price. We will be subject to risks
relating to the builder's ability to control construction costs or to build in
conformity with plans, specifications and timetables. The builder's failure to
perform may necessitate legal action by us to rescind the purchase or the
construction contract or to compel performance. Performance may also be affected
or delayed by conditions beyond the builder's control. Delays in completion of
construction could also give tenants the right to terminate preconstruction
leases for space at a newly developed project. We may incur additional risks
when we make periodic progress payments or other advances to such builders prior
to completion of construction. Factors such as those discussed above can result
in increased costs of a project or loss of our investment. In addition, we will
be subject to normal lease-up risks relating to newly constructed projects.
Furthermore, we must rely upon projections of rental income and expenses and
estimates of the fair market value of property upon completion of construction
when agreeing upon a price to be paid for the property at the time of
acquisition of the property. If our projections are inaccurate, we may pay too
much for a property.

Competition for investments may increase costs and reduce returns.

We will experience competition for real property investments from
individuals, corporations and bank and insurance company investment accounts, as
well as other real estate investment trusts, real estate limited partnerships,
and other entities engaged in real estate investment activities. Competition for
investments may have the effect of increasing costs and reducing your returns.

Delays in acquisitions of properties may have adverse effects on your
investment.

Delays we encounter in the selection, acquisition and development of
properties could adversely affect your returns. Where properties are acquired
prior to the start of construction or during the early stages of construction,
it will typically take several months to complete construction and rent
available space. Therefore, you could suffer delays in the distribution of cash
dividends attributable to those particular properties. In addition, if we are
unable to invest our offering proceeds in income producing real properties in a
timely manner, we may not be able to continue to pay the dividend rates we are
currently paying to our stockholders.

Uncertain market conditions and the broad discretion of Wells Capital
relating to the future disposition of properties could adversely affect the
return on your investment.

We generally will hold the various real properties in which we invest
until such time as Wells Capital determines that a sale or other disposition
appears to be advantageous to achieve our investment objectives or until it
appears that such objectives will not be met. Otherwise, Wells Capital, subject
to approval of the board, may exercise its discretion as to whether and when to
sell a property, and we will have no obligation to sell properties at any
particular time, except upon a liquidation of the Wells REIT if we do not list
the shares by January 30, 2008. We cannot predict with any certainty the various
market conditions affecting real estate investments that will exist at any
particular time in the future. Due to the uncertainty of market conditions that
may affect the future disposition of our properties, we cannot assure you that
we will be able to sell our properties at a profit in the future. Accordingly,
the extent to which you will receive cash distributions and realize potential
appreciation on our real estate investments will be dependent upon fluctuating
market conditions.

23

Discovery of previously undetected environmentally hazardous conditions
may adversely affect our operating results.

Under various federal, state and local environmental laws, ordinances
and regulations, a current or previous owner or operator of real property may be
liable for the cost of removal or remediation of hazardous or toxic substances
on such property. Such laws often impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of such hazardous or
toxic substances. Environmental laws also may impose restrictions on the manner
in which properties may be used or businesses may be operated, and these
restrictions may require expenditures. Environmental laws provide for sanctions
in the event of noncompliance and may be enforced by governmental agencies or,
in certain circumstances, by private parties. In connection with the acquisition
and ownership of our properties, we may be potentially liable for such costs.
The cost of defending against claims of liability, of compliance with
environmental regulatory requirements or of remediating any contaminated
property could materially adversely affect the business, assets or results of
operations of the Wells REIT and, consequently, amounts available for
distribution to you.

Financing Risks

If we fail to make our debt payments, we could lose our investment in a
property.

Loans obtained to fund property acquisitions will generally be secured
by first priority mortgages on some of our properties. If we are unable to make
our debt payments as required, a lender could foreclose on the property or
properties securing its debt. This could cause us to lose part or all of our
investment which in turn could cause the value of the shares and the dividends
payable to stockholders to be reduced. (See "Description of Real Estate
Investments - Real Estate Loans.")

Lenders may require us to enter into restrictive covenants relating to
our operations.

In connection with obtaining certain financing, a lender could impose
restrictions on us which would affect our ability to incur additional debt and
our distribution and operating policies. Loan documents we enter into may
contain customary negative covenants which may limit our ability to further
mortgage the property, to discontinue insurance coverage, replace Wells Capital
as our advisor or impose other limitations.

If we enter into financing arrangements involving balloon payment
obligations, it may adversely affect our ability to pay dividends.

Some of our financing arrangements may require us to make a lump-sum or
"balloon" payment at maturity. We may finance more properties in this manner.
Our ability to make a balloon payment at maturity is uncertain and may depend
upon our ability to obtain additional financing or our ability to sell the
property. At the time the balloon payment is due, we may or may not be able to
refinance the balloon payment on terms as favorable as the original loan or sell
the property at a price sufficient to make the balloon payment. A refinancing or
sale under these circumstances could affect the rate of return to stockholders
and the projected time of disposition of our assets. In addition, payments of
principal and interest made to service our debts may leave us with insufficient
cash to pay the distributions that we are required to pay to maintain our
qualification as a REIT.

24

Section 1031 Exchange Program Risks

We may have increased exposure to liabilities from litigation as a
result of our participation in the Section 1031 Exchange Program.

Wells Development Corporation, an affiliate of Wells Capital, our
advisor, is forming a series of single member limited liability companies (Wells
Exchange) for the purpose of facilitating the acquisition of real estate
properties to be owned in co-tenancy arrangements with persons (1031
Participants) who are looking to invest proceeds from a sale of real estate to
qualify for like-kind exchange treatment under Section 1031 of the Internal
Revenue Code (Section 1031 Exchange Program). There will be significant tax and
securities disclosure risks associated with the private placement offerings of
co-tenancy interests by Wells Exchange to 1031 Participants. For example, in the
event that the Internal Revenue Service conducts an audit of the purchasers of
co-tenancy interests and successfully challenges the qualification of the
transaction as a like-kind exchange under Section 1031 of the Internal Revenue
Code, even though it is anticipated that this tax risk will be fully disclosed
to investors, purchasers of co-tenancy interests may file a lawsuit against
Wells Exchange and its sponsors. In such event, even though Wells OP is not
acting as a sponsor of the offering, is not commonly controlled with Wells
Exchange, and is not recommending that 1031 Participants buy co-tenancy
interests from Wells Exchange, as a result of our participation in the Section
1031 Exchange Program, and since Wells OP will be receiving fees in connection
with the Section 1031 Exchange Program, we may be named in or otherwise required
to defend against lawsuits brought by 1031 Participants. Any amounts we are
required to expend for any such litigation claims may reduce the amount of funds
available for distribution to stockholders of the Wells REIT. In addition,
disclosure of any such litigation may adversely affect our ability to raise
additional capital in the future through the sale of stock. (See "Investment
Objectives and Criteria - Section 1031 Exchange Program.")

We will be subject to risks associated with co-tenancy arrangements
that are not otherwise present in a real estate investment.

At the closing of each property to be acquired by Wells Exchange
pursuant to the Section 1031 Exchange Program, Wells OP will enter into a
contractual arrangement providing that, in the event that Wells Exchange is
unable to sell all of the co-tenancy interests in that particular property by
the completion of its private placement offering, Wells OP will purchase, at
Wells Exchange's cost, any co-tenancy interests remaining unsold. Accordingly,
in the event that Wells Exchange is unable to sell all co-tenancy interests in
one or more of its properties, Wells OP will be required to purchase the unsold
co-tenancy interests in such property or properties and, thus, will be subject
to the risks of ownership of properties in a co-tenancy arrangement with
unrelated third parties. (See "Investment Objectives and Criteria - Section 1031
Exchange Program.")

Ownership of co-tenancy interests involves risks not otherwise present
with an investment in real estate such as the following:

.    the risk that a co-tenant may at any time have economic or
business interests or goals which are or which become
inconsistent with our business interests or goals;

.    the risk that a co-tenant may be in a position to take action
contrary to our instructions or requests or contrary to our
policies or objectives; or

.    the possibility that a co-tenant might become insolvent or
bankrupt, which may be an event of default under mortgage loan
financing documents or allow the bankruptcy court to reject the
tenants in common agreement or management agreement entered into
by the co-tenants owning interests in the property.

25

Actions by a co-tenant might have the result of subjecting the property to
liabilities in excess of those contemplated and may have the effect of reducing
your returns.

In the event that our interests become adverse to those of the other
co-tenants, we will not have the contractual right to purchase the co-tenancy
interests from the other co-tenants. Even if we are given the opportunity to
purchase such co-tenancy interests in the future, we cannot guarantee that we
will have sufficient funds available at the time to purchase co-tenancy
interests from the 1031 Participants.

We might want to sell our co-tenancy interests in a given property at a
time when the other co-tenants in such property do not desire to sell their
interests. Therefore, we may not be able to sell our interest in a property at
the time we would like to sell. In addition, it is anticipated that it will be
much more difficult to find a willing buyer for our co-tenancy interests in a
property than it would be to find a buyer for a property we owned outright.

Our participation in the Section 1031 Exchange Program may limit our
ability to borrow funds in the future.

Institutional lenders may view our obligations under agreements to
acquire unsold co-tenancy interests in properties as a contingent liability
against our cash or other assets, which may limit our ability to borrow funds in
the future. Further, such obligations may be viewed by our lenders in such a
manner as to limit our ability to borrow funds based on regulatory restrictions
on lenders limiting the amount of loans they can make to any one borrower. (See
"Investment Objectives and Criteria - Section 1031 Exchange Program.")

Federal Income Tax Risks

Failure to qualify as a REIT could adversely affect our operations and
our ability to make distributions.

In order for us to qualify as a REIT, we are subject to the
satisfaction of requirements set forth in the Internal Revenue Code and Treasury
Regulations and various factual matters and circumstances which are not entirely
within our control. We have and will continue to structure our activities in a
manner designed to satisfy all of these requirements, however, if certain of our
operations were to be recharacterized by the Internal Revenue Service, such
recharacterization could jeopardize our ability to satisfy all of the
requirements for qualification as a REIT. In addition, new legislation,
regulations, administrative interpretations or court decisions could change the
tax laws relating to our qualification as a REIT or the federal income tax
consequences of our being a REIT.

If we fail to qualify as a REIT for any taxable year, we will be
subject to federal income tax on our taxable income at corporate rates with no
offsetting deductions for distributions made to stockholders. Further, in such
event, we would generally be disqualified from treatment as a REIT for the four
taxable years following the year in which we lose our REIT status. Accordingly,
the loss of our REIT status would reduce our net earnings available for
investment or distribution to stockholders because of the substantial tax
liabilities which would be imposed on us. We might also be required to borrow
funds or liquidate some investments in order to pay the applicable tax.

Certain fees paid to Wells OP may affect our REIT status.

In connection with the Section 1031 Exchange Program, Wells OP will
enter into a number of contractual arrangements with Wells Exchange which will,
in effect, guarantee the sale of the co-tenancy interests being offered by Wells
Exchange. (See "Investment Objectives and Criteria - Section 1031

26

Exchange Program.") In consideration for entering into these agreements, Wells
OP will be paid fees which could be characterized by the IRS as non-qualifying
income for purposes of satisfying the "income tests" required for REIT
qualification. (See "Federal Income Tax Consequences - Operational Requirements
- Gross Income Tests.") If this fee income were, in fact, treated as
non-qualifying, and if the aggregate of such fee income and any other
non-qualifying income in any taxable year ever exceeded 5.0% of our gross
revenues for such year, we could lose our REIT status for that taxable year and
the four ensuing taxable years. As set forth above, we will use all reasonable
efforts to structure our activities in a manner intended to satisfy the
requirements for our continued qualification as a REIT.

Recharacterization of the Section 1031 Exchange Program may result in
taxation of income from a prohibited transaction.

In the event that the Internal Revenue Service were to recharacterize
the Section 1031 Exchange Program such that Wells OP, rather than Wells
Exchange, is treated as the bona fide owner, for tax purposes, of properties
acquired and resold by Wells Exchange in connection with the Section 1031
Exchange Program, such characterization could result in the fees paid to Wells
OP by Wells Exchange as being deemed income from a prohibited transaction, in
which event all such fee income paid to us in connection with the Section 1031
Exchange Program would be subject to a 100% tax. (See "Investment Objectives and
Criteria - Section 1031 Exchange Program.")

Legislative or regulatory action could adversely affect investors.

In recent years, numerous legislative, judicial and administrative
changes have been made in the provisions of the federal income tax laws
applicable to investments similar to an investment in shares of the Wells REIT.
Additional changes to tax laws are likely to continue to occur in the future,
and we cannot assure you that any such changes will not adversely affect the
taxation of our stockholders. Any such changes could have an adverse effect on
an investment in shares or on the market value or the resale potential of our
properties. You are urged to consult with your own tax advisor with respect to
the impact of recent legislation on your investment in shares and the status of
legislative, regulatory or administrative developments and proposals and their
potential effect on an investment in shares.

Retirement Plan Risks

There are special considerations that apply to pension or profit
sharing trusts or IRAs investing in shares.

If you are investing the assets of a pension, profit sharing, 401(k),
Keogh or other qualified retirement plan or the assets of an IRA in the Wells
REIT, you should satisfy yourself that:

.    your investment is consistent with your fiduciary obligations
under ERISA and the Internal Revenue Code;

.    your investment is made in accordance with the documents and
instruments governing your plan or IRA, including your plan's
investment policy;

.    your investment satisfies the prudence and diversification
requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;

.    your investment will not impair the liquidity of the plan or IRA;

.    your investment will not produce "unrelated business taxable
income" for the plan or IRA;

27

.    you will be able to value the assets of the plan annually in
accordance with ERISA requirements; and

.    your investment will not constitute a prohibited transaction
under Section 406 of ERISA or Section 4975 of the Internal
Revenue Code.

For a more complete discussion of the foregoing issues and other risks
associated with an investment in shares by retirement plans, please see the
"ERISA Considerations" section of this prospectus on page ___.

Suitability Standards

The shares we are offering are suitable only as a long-term investment
for persons of adequate financial means. Initially, we do not expect to have a
public market for the shares, which means that it may be difficult for you to
sell your shares. You should not buy these shares if you need to sell them
immediately or will need to sell them quickly in the future.

In consideration of these factors, we have established suitability
standards for initial stockholders and subsequent transferees. These suitability
standards require that a purchaser of shares have either:

.    a net worth of at least $150,000; or

.    gross annual income of at least $45,000 and a net worth of at
least $45,000.

The minimum purchase is 100 shares ($1,000), except in certain states
as described below. You may not transfer less shares than the minimum purchase
requirement. In addition, you may not transfer, fractionalize or subdivide your
shares so as to retain less than the number of shares required for the minimum
purchase. In order to satisfy the minimum purchase requirements for retirement
plans, unless otherwise prohibited by state law, a husband and wife may jointly
contribute funds from their separate IRAs, provided that each such contribution
is made in increments of $100. You should note that an investment in shares of
the Wells REIT will not, in itself, create a retirement plan and that, in order
to create a retirement plan, you must comply with all applicable provisions of
the Internal Revenue Code.

The minimum purchase for Maine, New York and North Carolina residents
is 250 shares ($2,500), except for IRAs which must purchase a minimum of 100
shares ($1,000). The minimum purchase for Minnesota residents is 250 shares
($2,500), except for IRAs and other qualified retirement plans which must
purchase a minimum of 200 shares ($2,000).

Except in the states of Maine, Minnesota, Nebraska and Washington, if
you have satisfied the minimum purchase requirements and have purchased units in
other Wells programs or units or shares in other public real estate programs,
you may purchase less than the minimum number of shares set forth above, but in
no event less than 2.5 shares ($25). After you have purchased the minimum
investment, any additional purchase must be in increments of at least 2.5 shares
($25), except for (1) purchases made by residents of Maine and Minnesota, who
must still meet the minimum investment requirements set forth above, and (2)
purchases of shares pursuant to the dividend reinvestment plan of the Wells REIT
or reinvestment plans of other public real estate programs, which may be in
lesser amounts.

Several states have established suitability standards different from
those we have established. Shares will be sold only to investors in these states
who meet the special suitability standards set forth below.

28

Iowa, Massachusetts, Michigan, Missouri and Tennessee - Investors must
have either (1) a net worth of at least $225,000, or (2) gross annual income of
$60,000 and a net worth of at least $60,000.

Maine - Investors must have either (1) a net worth of at least
$200,000, or (2) gross annual income of $50,000 and a net worth of at least
$50,000.

Ohio and Pennsylvania - In addition to our suitability requirements,
investors must have a net worth of at least 10 times their investment in the
Wells REIT.

For purposes of determining suitability of an investor, net worth shall
be calculated excluding the value of an investor's home, furnishings and
automobiles.

In the case of sales to fiduciary accounts, these suitability standards
must be met by the fiduciary account, by the person who directly or indirectly
supplied the funds for the purchase of the shares or by the beneficiary of the
account. These suitability standards are intended to help ensure that, given the
long-term nature of an investment in our shares, our investment objectives and
the relative illiquidity of our shares, shares of the Wells REIT are an
appropriate investment for those of you who become stockholders. Each
participating broker-dealer must make every reasonable effort to determine that
the purchase of shares is a suitable and appropriate investment for each
stockholder based on information provided by the stockholder in the Subscription
Agreement or otherwise. Each participating broker-dealer is required to maintain
records of the information used to determine that an investment in shares is
suitable and appropriate for each stockholder for a period of six years.

Estimated Use of Proceeds

The following tables set forth information about how we intend to use
the proceeds raised in this offering assuming that we sell 100,000,000 shares
and 330,000,000 shares, respectively, pursuant to this offering. Many of the
figures set forth below represent management's best estimate since they cannot
be precisely calculated at this time. We expect that at least 84.0% of the money
you invest will be used to buy real estate, while the remaining up to 16.0% will
be used for working capital and to pay expenses and fees, including the payment
of fees to Wells Capital, our advisor, and Wells Investment Securities, our
Dealer Manager.

100,000,000 Shares             330,000,000 Shares
------------------             ------------------

Amount(1)        Percent        Amount(2)      Percent
---------        -------        ---------      -------

Gross Offering Proceeds                                $1,000,000,000        100%     $3,300,000,000      100.0%
Less Public Offering Expenses:
Selling Commissions and Dealer Manager Fee (3)            95,000,000        9.5%        313,500,000        9.5%
Organization and Offering Expenses (4)                    30,000,000        3.0%         49,500,000        1.5%
--------------       -----         ----------        ----
Amount Available for Investment (5)                    $  875,000,000       87.5%     $2,937,000,000       89.0%
Acquisition and Development:
Acquisition and Advisory Fees (6)                         30,000,000        3.0%         99,000,000        3.0%
Acquisition Expenses (7)                                   5,000,000        0.5%         16,500,000        0.5%
Initial Working Capital Reserve (8)                               (8)        --                  (8)        --
--------------       -----     --------------       -----
Amount Invested in Properties (5)(9)                  $  840,000,000       84.0%     $2,821,500,000       85.5%
==============       =====     ==============       =====

29

______________________________
(Footnotes to "Estimated Use of Proceeds")

1.       Assumes that an aggregate of $1,000,000,000 will be raised in this
offering for purposes of illustrating the percentage of estimated
organization and offering expenses at two different sales levels. See
Note 4 below.

2.       Assumes the maximum offering is sold which includes 300,000,000 shares
offered to the public at $10 per share and 30,000,000 shares offered
pursuant to our dividend reinvestment plan at $10 per share. Excludes
13,200,000 shares to be issued upon exercise of the soliciting dealer
warrants.

3.       Includes selling commissions equal to 7.0% of aggregate gross offering
proceeds which commissions may be reduced under certain circumstances
and a dealer manager fee equal to 2.5% of aggregate gross offering
proceeds, both of which are payable to the Dealer Manager, an affiliate
of our advisor. The Dealer Manager, in its sole discretion, may reallow
selling commissions of up to 7.0% of gross offering proceeds to other
broker-dealers participating in this offering attributable to the
amount of shares sold by them. In addition, the Dealer Manager, in its
sole discretion, may reallow up to 1.5% of gross offering proceeds in
the aggregate out of its dealer manager fee to broker-dealers
participating in this offering as marketing fees or as reimbursements
to broker-dealers or their representatives of their costs and expenses
of attending our educational conferences and seminars. The amount of
selling commissions may often be reduced under certain circumstances
for volume discounts. See the "Plan of Distribution" section of this
prospectus for a description of such provisions.

4.  Organization and offering expenses consist of reimbursement of actual
legal, accounting, printing and other accountable offering expenses,
other than selling commissions and the dealer manager fee, including
amounts to reimburse Wells Capital, our advisor, for all marketing
related costs and expenses, including, but not limited to, salaries and
direct expenses of our advisor's employees while engaged in registering
and marketing the shares and other marketing and organization costs,
technology costs and expenses attributable to the offering, costs and
expenses of conducting our educational conferences and seminars,
payment or reimbursement of bona fide due diligence expenses, and costs
and expenses we incur for attending retail seminars conducted by
broker-dealers. Wells Capital and its affiliates will be responsible
for the payment of organization and offering expenses, other than
selling commissions and the dealer manager fee, to the extent they
exceed 3.0% of aggregate gross offering proceeds from all of our
offerings without recourse against or reimbursement by the Wells REIT.
We currently estimate that approximately $49,500,000 of organization
and offering costs will be incurred if the maximum offering of
330,000,000 shares is sold.

5.       Until required in connection with the acquisition and development of
properties, substantially all of the net proceeds of the offering and,
thereafter, the working capital reserves of the Wells REIT, may be
invested in short-term, highly-liquid investments including government
obligations, bank certificates of deposit, short-term debt obligations
and interest-bearing accounts or other authorized investments as
determined by our board of directors.

6.       Acquisition and advisory fees are defined generally as fees and
commissions paid by any party to any person in connection with the
purchase, development or construction of properties. We will pay Wells
Capital, as our advisor, acquisition and advisory fees up to a maximum
amount of 3.0% of gross offering proceeds in connection with the
acquisition of the real estate properties. Acquisition and advisory
fees do not include acquisition expenses.

7.       Acquisition expenses include legal fees and expenses, travel expenses,
costs of appraisals, nonrefundable option payments on property not
acquired, accounting fees and expenses, title insurance premiums and
other closing costs and miscellaneous expenses relating to the
selection,

30

acquisition and development of real estate properties. We will pay
Wells Capital, our advisor, acquisition expenses up to a maximum of
0.5% of gross offering proceeds as reimbursement for the payment of
such expenses.

8.       Because the vast majority of leases for the properties acquired by the
Wells REIT will provide for tenant reimbursement of operating expenses,
we do not anticipate that a permanent reserve for maintenance and
repairs of real estate properties will be established. However, to the
extent that we have insufficient funds for such purposes, we may apply
an amount of up to 1.0% of gross offering proceeds for maintenance and
repairs of real estate properties. We also may, but are not required
to, establish reserves from gross offering proceeds, out of cash flow
generated by operating properties or out of nonliquidating net sale
proceeds, defined generally to mean the net cash proceeds received by
the Wells REIT from any sale or exchange of properties.

9.       Includes amounts anticipated to be invested in properties net of fees
and expenses. We estimate that at least approximately 84.0% of the
proceeds received from the sale of shares will be used to acquire
properties.

Management

General

We operate under the direction of our board of directors, the members
of which are accountable to us and our stockholders as fiduciaries. The board is
responsible for the management and control of our affairs. The board has
retained Wells Capital to manage our day-to-day affairs and the acquisition and
disposition of our investments, subject to the board's supervision. Our articles
of incorporation were reviewed and ratified by our board of directors, including
the independent directors, at their initial meeting. This ratification by our
board of directors was required by the NASAA Guidelines.

Our articles of incorporation and bylaws provide that the number of
directors of the Wells REIT may be established by a majority of the entire board
of directors but may not be fewer than three nor more than 15. We currently have
a total of nine directors. Our articles of incorporation also provide that a
majority of the directors must be independent directors. An "independent
director" is a person who is not an officer or employee of the Wells REIT, Wells
Capital or their affiliates and has not otherwise been affiliated with such
entities for the previous two years. Of the nine current directors, seven of our
directors are considered independent directors.

Proposed transactions are often discussed before being brought to a
final board vote. During these discussions, independent directors often offer
ideas for ways in which deals can be changed to make them acceptable and these
suggestions are taken into consideration when structuring transactions. Each
director will serve until the next annual meeting of stockholders or until his
successor has been duly elected and qualified. Although the number of directors
may be increased or decreased, a decrease shall not have the effect of
shortening the term of any incumbent director.

Any director may resign at any time and may be removed with or without
cause by the stockholders upon the affirmative vote of at least a majority of
all the votes entitled to be cast at a meeting called for the purpose of the
proposed removal. The notice of the meeting shall indicate that the purpose, or
one of the purposes, of the meeting is to determine if the director shall be
removed. The term "cause" as used in this context is a term used in the Maryland
Corporation Law. Since the Maryland Corporation Law does not define the term
"cause," stockholders may not know exactly what actions by a director may be
grounds for removal.

31

Unless filled by a vote of the stockholders as permitted by Maryland
Corporation Law, a vacancy created by an increase in the number of directors or
the death, resignation, removal, adjudicated incompetence or other incapacity of
a director shall be filled by a vote of a majority of the remaining directors
and,

.       in the case of a director who is not an independent director
(affiliated director), by a vote of a majority of the remaining
affiliated directors, or

.       in the case of an independent director, by a vote of a majority
of the remaining independent directors,

unless there are no remaining affiliated directors or independent directors, as
the case may be. In such case a majority vote of the remaining directors shall
be sufficient. If at any time there are no independent or affiliated directors
in office, successor directors shall be elected by the stockholders. Each
director will be bound by our articles of incorporation and bylaws.

The directors are not required to devote all of their time to our
business and are only required to devote the time to our affairs as their duties
require. Our directors will meet quarterly or more frequently if necessary. We
do not expect that our directors will be required to devote a substantial
portion of their time to discharge their duties as our directors. Consequently,
in the exercise of their fiduciary responsibilities, our directors will be
relying heavily on Wells Capital. The board is empowered to fix the compensation
of all officers that it selects and may pay compensation to directors for
services rendered to us in any other capacity.

Our general investment and borrowing policies are set forth in this
prospectus. Our directors may establish further written policies on investments
and borrowings and shall monitor our administrative procedures, investment
operations and performance to ensure that the policies are fulfilled and are in
the best interest of the stockholders. We will follow the policies on
investments and borrowings set forth in this prospectus unless and until they
are modified by our directors.

The board is responsible for reviewing our fees and expenses on at least
an annual basis and with sufficient frequency to determine that the expenses
incurred are in the best interest of the stockholders. In addition, a majority
of the independent directors and a majority of directors not otherwise
interested in the transaction must approve all transactions with Wells Capital
or its affiliates. The independent directors will also be responsible for
reviewing the performance of Wells Capital and Wells Management and determining
that the compensation to be paid to Wells Capital and Wells Management is
reasonable in relation to the nature and quality of services to be performed and
that the provisions of the advisory agreement and the property management
agreement are being carried out. Specifically, the independent directors will
consider factors such as:

.       the amount of the fee paid to Wells Capital and Wells Management
in relation to the size, composition and performance of our
investments;

.       the success of Wells Capital in generating appropriate
investment opportunities;

.       rates charged to other REITs and other investors by advisors
performing similar services;

.       additional revenues realized by Wells Capital and Wells
Management through their relationship with us, whether we pay
them or they are paid by others with whom we do business;

32

.       the quality and extent of service and advice furnished by Wells
Capital and Wells Management and the performance of our
investment portfolio; and

.       the quality of our portfolio relative to the investments
generated by Wells Capital and managed by Wells Management for
their other clients.

Neither our directors nor their affiliates will vote or consent to the
voting of shares they now own or hereafter acquire on matters submitted to the
stockholders regarding either (1) the removal of Wells Capital, any director or
any affiliate, or (2) any transaction between us and Wells Capital, any director
or any affiliate.

Committees of the Board of Directors

Our entire board of directors considers all major decisions concerning
our business, including all property acquisitions. However, our board has
established an Audit Committee, a Compensation Committee and various advisory
committees so that important items within the purview of these committees can be
addressed in more depth than may be possible at a full board meeting.

Audit Committee

Under our Audit Committee Charter, our Audit Committee's primary
function is to assist the board of directors in fulfilling its oversight
responsibilities by reviewing the financial information to be provided to the
stockholders and others, the system of internal controls which management has
established, and the audit and financial reporting process. The members of our
Audit Committee are Messrs. Bell, Carpenter, Carter, Keogler, Moss, Sessoms and
Strickland.

Compensation Committee

Our board of directors has established a Compensation Committee to
administer the 2000 Employee Stock Option Plan, as described below, which was
approved by the stockholders at our annual stockholders meeting held June 28,
2000. The Compensation Committee is comprised of Messrs. Bell, Carpenter,
Carter, Keogler, Moss, Sessoms and Strickland. The primary function of the
Compensation Committee is to administer the granting of stock options to
selected employees of Wells Capital and Wells Management based upon
recommendations from Wells Capital, and to set the terms and conditions of such
options in accordance with the 2000 Employee Stock Option Plan. To date, we have
not issued any stock options under our 2000 Employee Stock Option Plan.

Advisory Committees

The board of directors has established various advisory committees in
which certain members of the board sit on these advisory committees to assist
Wells Capital and its affiliates in the following areas which have a direct
impact on the operations of the Wells REIT: asset management; new business
development; personnel supervision; and budgeting.

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Executive Officers and Directors

We have provided below certain information about our executive officers
and directors.

Name                        Position(s)                                      Age
----                        -----------                                      ---
Leo F. Wells, III           President and Director                            58
Douglas P. Williams         Executive Vice President, Secretary, Treasurer    51
and Director
John L. Bell                Director                                          61
Richard W. Carpenter        Director                                          65
Bud Carter                  Director                                          63
William H. Keogler, Jr.     Director                                          56
Donald S. Moss              Director                                          66
Walter W. Sessoms           Director                                          68
Neil H. Strickland          Director                                          66

Leo F. Wells, III is the President and a director of the Wells REIT and
the President, Treasurer and sole director of Wells Capital, our advisor. He is
also the sole stockholder and sole director of Wells Real Estate Funds, Inc.,
the parent corporation of Wells Capital. Mr. Wells is President of Wells &
Associates, Inc., a real estate brokerage and investment company formed in 1976
and incorporated in 1978, for which he serves as principal broker. He is also
the President, Treasurer and sole director of:

.       Wells Management Company, Inc., our Property Manager;
.       Wells Investment Securities, Inc., our Dealer Manager;
.       Wells Advisors, Inc., a company he organized in 1991 to act as a
non-bank custodian for IRAs; and
.       Wells Development Corporation, a company he organized in 1997 to
develop real properties. (See "Conflicts of Interest.")

Mr. Wells was a real estate salesman and property manager from 1970 to
1973 for Roy D. Warren & Company, an Atlanta-based real estate company, and he
was associated from 1973 to 1976 with Sax Gaskin Real Estate Company, during
which time he became a Life Member of the Atlanta Board of Realtors Million
Dollar Club. From 1980 to February 1985 he served as Vice President of
Hill-Johnson, Inc., a Georgia corporation engaged in the construction business.
Mr. Wells holds a Bachelor of Business Administration degree in economics from
the University of Georgia. Mr. Wells is a member of the International
Association for Financial Planning (IAFP) and a registered NASD principal.

Mr. Wells has over 28 years of experience in real estate sales,
management and brokerage services. In addition to being the President and a
director of the Wells REIT, he is currently a co-general partner in a total of
27 real estate limited partnerships formed for the purpose of acquiring,
developing and operating office buildings and other commercial properties. As of
_________, 2002, these 27 real estate limited partnerships represented
investments totaling approximately $______________ from approximately
_____________ investors.

Douglas P. Williams is the Executive Vice President, Secretary,
Treasurer and a director of the Wells REIT. He is also a Senior Vice President
of Wells Capital, our advisor, and is also a Vice President of:

.       Wells Investment Securities, Inc., our Dealer Manager;
.       Wells Real Estate Funds, Inc.; and
.       Wells Advisors, Inc.  (See "Conflicts of Interest.")

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Mr. Williams previously served as Vice President, Controller of
OneSource, Inc., a leading supplier of janitorial and landscape services, from
1996 to 1999 where he was responsible for corporate-wide accounting activities
and financial analysis. Mr. Williams was employed by ECC International Inc.
(ECC), a supplier to the paper industry and to the paint, rubber and plastic
industries, from 1982 to 1995. While at ECC, Mr. Williams served in a number of
key accounting positions, including: Corporate Accounting Manager, U.S.
Operations; Division Controller, Americas Region; and Corporate Controller,
America/Pacific Division. Prior to joining ECC and for one year after leaving
ECC, Mr. Williams was employed by Lithonia Lighting, a manufacturer of lighting
fixtures, as a Cost and General Accounting Manager and Director of Planning and
Control. Mr. Williams started his professional career as an auditor for KPMG
Peat Marwick LLP.

Mr. Williams is a member of the American Institute of Certified Public
Accountants and the Georgia Society of Certified Public Accountants and is NASD
licensed as a Financial and Operations Principal. Mr. Williams received a
Bachelor of Arts degree from Dartmouth College and a Masters of Business
Administration degree from the Amos Tuck School of Graduate Business
Administration at Dartmouth College.

John L. Bell was the owner and Chairman of Bell-Mann, Inc., the largest
commercial flooring contractor in the Southeast from February 1971 to February
1996. Mr. Bell also served on the Board of Directors of Realty South Investors,
a REIT traded on the American Stock Exchange, and was the founder and served as
a director of both the Chattahoochee Bank and the Buckhead Bank. In 1997, Mr.
Bell initiated and implemented a "Dealer Acquisition Plan" for Shaw Industries,
Inc., a floor covering manufacturer and distributor, which plan included the
acquisition of Bell-Mann.

Mr. Bell currently serves on the Board of Directors of Electronic
Commerce Systems, Inc. and the Cullasaja Club of Highlands, North Carolina. Mr.
Bell is also extensively involved in buying and selling real estate both
individually and in partnership with others. Mr. Bell graduated from Florida
State University majoring in accounting and marketing.

Richard W. Carpenter served as General Vice President of Real Estate
Finance of The Citizens and Southern National Bank from 1975 to 1979, during
which time his duties included the establishment and supervision of the United
Kingdom Pension Fund, U.K.-American Properties, Inc. which was established
primarily for investment in commercial real estate within the United States.

Mr. Carpenter is a managing partner of Carpenter Properties, L.P., a
real estate limited partnership. He is also President and director of
Commonwealth Oil Refining Company, Inc., a position he has held since 1984.

Mr. Carpenter previously served as Vice Chairman of the Board of
Directors of both First Liberty Financial Corp. and Liberty Savings Bank, F.S.B.
and Chairman of the Audit Committee of First Liberty Financial Corp. He has been
a member of The National Association of Real Estate Investment Trusts and served
as President and Chairman of the Board of Southmark Properties, an Atlanta-based
REIT investing in commercial properties. Mr. Carpenter is a past Chairman of the
American Bankers Association Housing and Real Estate Finance Division Executive
Committee. Mr. Carpenter holds a Bachelor of Science degree from Florida State
University, where he was named the outstanding alumnus of the School of Business
in 1973.

Bud Carter was an award-winning broadcast news director and anchorman
for several radio and television stations in the Midwest for over 20 years. From
1975 to 1980, Mr. Carter served as General Manager of WTAZ-FM, a radio station
in Peoria, Illinois and served as editor and publisher of The Peoria

35

Press, a weekly business and political journal in Peoria, Illinois. From 1981
until 1989, Mr. Carter was also an owner and General Manager of Transitions,
Inc., a corporate outplacement company in Atlanta, Georgia.

Mr. Carter currently serves as Senior Vice President for The Executive
Committee, an international organization established to aid presidents and CEOs
to share ideas on ways to improve the management and profitability of their
respective companies. The Executive Committee operates in numerous large cities
throughout the United States, Canada, Australia, France, Italy, Malaysia,
Brazil, the United Kingdom and Japan. The Executive Committee has more than
7,000 presidents and CEOs who are members. In addition, Mr. Carter was the first
Chairman of the organization recruited in Atlanta and still serves as Chairman
of the first two groups formed in Atlanta, each comprised of 16 noncompeting
CEOs and presidents. Mr. Carter serves on the Board of Directors of Creative
Storage Systems, Inc., DiversiTech Corporation and Wavebase9. He is a graduate
of the University of Missouri where he earned degrees in journalism and social
psychology.

William H. Keogler, Jr. was employed by Brooke Bond Foods, Inc. as a
Sales Manager from June 1965 to September 1968. From July 1968 to December 1974,
Mr. Keogler was employed by Kidder Peabody & Company, Inc. and Dupont, Glore,
Forgan as a corporate bond salesman responsible for managing the industrial
corporate bond desk and the utility bond area. From December 1974 to July 1982,
Mr. Keogler was employed by Robinson-Humphrey, Inc. as the Director of Fixed
Income Trading Departments responsible for all municipal bond trading and
municipal research, corporate and government bond trading, unit trusts and
SBA/FHA loans, as well as the oversight of the publishing of the
Robinson-Humphrey Southeast Unit Trust, a quarterly newsletter. Mr. Keogler was
elected to the Board of Directors of Robinson-Humphrey, Inc. in 1982. From July
1982 to October 1984, Mr. Keogler was Executive Vice President, Chief Operating
Officer, Chairman of the Executive Investment Committee and member of the Board
of Directors and Chairman of the MFA Advisory Board for the Financial Service
Corporation. He was responsible for the creation of a full service trading
department specializing in general securities with emphasis on municipal bonds
and municipal trusts. Under his leadership, Financial Service Corporation grew
to over 1,000 registered representatives and over 650 branch offices. In March
1985, Mr. Keogler founded Keogler, Morgan & Company, Inc., a full service
brokerage firm, and Keogler Investment Advisory, Inc., in which he served as
Chairman of the Board of Directors, President and Chief Executive Officer. In
January 1997, both companies were sold to SunAmerica, Inc., a publicly traded
New York Stock Exchange company. Mr. Keogler continued to serve as President and
Chief Executive Officer of these companies until his retirement in January 1998.

Mr. Keogler serves on the Board of Trustees of Senior Citizens Services
of Atlanta. He graduated from Adelphi University in New York where he earned a
degree in psychology.

Donald S. Moss was employed by Avon Products, Inc. from 1957 until his
retirement in 1986. While at Avon, Mr. Moss served in a number of key positions,
including Vice President and Controller from 1973 to 1976, Group Vice President
of Operations-Worldwide from 1976 to 1979, Group Vice President of
Sales-Worldwide from 1979 to 1980, Senior Vice President-International from 1980
to 1983 and Group Vice President-Human Resources and Administration from 1983
until his retirement in 1986. Mr. Moss was also a member of the board of
directors of Avon Canada, Avon Japan, Avon Thailand, and Avon Malaysia from
1980-1983.

Mr. Moss is currently a director of The Atlanta Athletic Club. He
formerly was the National Treasurer and a director of the Girls Clubs of America
from 1973 to 1976. Mr. Moss graduated from the University of Illinois where he
received a degree in business.

36

Walter W. Sessoms was employed by Southern Bell and its successor
company, BellSouth, from 1956 until his retirement in June 1997. While at
BellSouth, Mr. Sessoms served in a number of key positions, including Vice
President-Residence for the State of Georgia from June 1979 to July 1981, Vice
President-Transitional Planning Officer from July 1981 to February 1982, Vice
President-Georgia from February 1982 to June 1989, Senior Vice
President-Regulatory and External Affairs from June 1989 to November 1991, and
Group President-Services from December 1991 until his retirement on June 30,
1997.

Mr. Sessoms currently serves as a director of the Georgia Chamber of
Commerce for which he is a past Chairman of the Board, the Atlanta Civic
Enterprises and the Salvation Army's Board of Visitors of the Southeast Region.
Mr. Sessoms is also a past executive advisory council member for the University
of Georgia College of Business Administration and past member of the executive
committee of the Atlanta Chamber of Commerce. Mr. Sessoms is a graduate of
Wofford College where he earned a degree in economics and business
administration, and is currently a member of the Wofford College Board of
Trustees. He is a member of the Governor's Education Reform Commission. In
addition, Mr. Sessoms is a member of the Board of Trustees of the Southern
Center for International Studies and is currently President of the Atlanta
Rotary Club.

Neil H. Strickland was employed by Loyalty Group Insurance (which
subsequently merged with America Fore Loyalty Group and is now known as The
Continental Group) as an automobile insurance underwriter. From 1957 to 1961,
Mr. Strickland served as Assistant Supervisor of the Casualty Large Lines
Retrospective Rating Department. From 1961 to 1964, Mr. Strickland served as
Branch Manager of Wolverine Insurance Company, a full service property and
casualty service company, where he had full responsibility for underwriting of
insurance and office administration in the State of Georgia. In 1964, Mr.
Strickland and a non-active partner started Superior Insurance Service, Inc., a
property and casualty wholesale general insurance agency. Mr. Strickland served
as President and was responsible for the underwriting and all other operations
of the agency. In 1967, Mr. Strickland sold his interest in Superior Insurance
Service, Inc. and started Strickland General Agency, Inc., a property and
casualty general insurance agency concentrating on commercial customers. Mr.
Strickland is currently the Senior Operation Executive of Strickland General
Agency, Inc. and devotes most of his time to long-term planning, policy
development and senior administration.

Mr. Strickland is a past President of the Norcross Kiwanis Club and
served as both Vice President and President of the Georgia Surplus Lines
Association. He also served as President and a director of the National
Association of Professional Surplus Lines Offices. Mr. Strickland currently
serves as a director of First Capital Bank, a community bank located in the
State of Georgia. Mr. Strickland attended Georgia State University where he
majored in business administration. He received his L.L.B. degree from Atlanta
Law School.

Compensation of Directors

We pay each of our independent directors $3,000 per regularly scheduled
quarterly board meeting attended, $1,000 per regularly scheduled advisory
committee meeting attended and $250 per special board meeting attended whether
held in person or by telephone conference. In addition, we have reserved 100,000
shares of common stock for future issuance upon the exercise of stock options
granted to the independent directors pursuant to our Independent Director Stock
Option Plan and 500,000 shares for future issuance upon the exercise of warrants
to be granted to the independent directors pursuant to our Independent Director
Warrant Plan. All directors receive reimbursement of reasonable out-of-pocket
expenses incurred in connection with attendance at meetings of the board of
directors. If a director also is an officer of the Wells REIT, we do not pay
separate compensation for services rendered as a director.

37

Independent Director Stock Option Plan

Our Independent Director Stock Option Plan (Director Option Plan) was
approved by our stockholders at the annual stockholders meeting held June 16,
1999. We issued non-qualified stock options to purchase 2,500 shares (Initial
Options) to each independent director pursuant to our Director Option Plan. In
addition, we issued options to purchase 1,000 shares to each independent
director in connection with both the 2000 and 2001 annual meeting of
stockholders and will continue to issue options to purchase 1,000 shares
(Subsequent Options) to each independent director then in office on the date of
each annual stockholder's meeting. The Initial Options and the Subsequent
Options are collectively referred to as the "Director Options." Director Options
may not be granted at any time when the grant, along with grants to other
independent directors, would exceed 10% of our issued and outstanding shares. As
of December 31, 2001, each independent director had been granted options to
purchase a total of 4,500 shares under the Director Option Plan, of which 1,500
of those options were exercisable.

The exercise price for the Initial Options is $12.00 per share. The
exercise price for the Subsequent Options is the greater of (1) $12.00 per share
or (2) the fair market value of the shares on the date they are granted. Fair
market value is defined generally to mean:

.       the average closing price for the five consecutive trading days
ending on such date if the shares are traded on a national
exchange;

.       the average of the high bid and low asked prices if the shares
are quoted on NASDAQ;

.       the average of the last 10 sales made pursuant to a public
offering if there is a current public offering and no market
maker for the shares;

.       the average of the last 10 purchases (or fewer if less than 10
purchases) under our share redemption program if there is no
current public offering; or

.       the price per share under the dividend reinvestment plan if
there are no purchases under the share redemption program.

One-fifth of the Initial Options were exercisable beginning on the date
we granted them, one-fifth of the Initial Options became exercisable beginning
in July 2000, one-fifth of the Initial Options became exercisable beginning in
July 2001 and an additional one-fifth of the Initial Options will become
exercisable on each anniversary of the date we granted them for a period of two
years until 100% of the shares become exercisable. The Subsequent Options
granted under the Director Option Plan will become exercisable on the second
anniversary of the date we grant them.

A total of 100,000 shares have been authorized and reserved for issuance
under the Director Option Plan. If the number of outstanding shares is changed
into a different number or kind of shares or securities through a reorganization
or merger in which the Wells REIT is the surviving entity, or through a
combination, recapitalization or otherwise, an appropriate adjustment will be
made in the number and kind of shares that may be issued pursuant to exercise of
the Director Options. A corresponding adjustment to the exercise price of the
Director Options granted prior to any change will also be made. Any such
adjustment, however, will not change the total payment, if any, applicable to
the portion of the Director Options not exercised, but will change only the
exercise price for each share.

Options granted under the Director Option Plan shall lapse on the first
to occur of (1) the tenth anniversary of the date we grant them, (2) the removal
for cause of the independent director as a member

38

of the board of directors, or (3) three months following the date the
independent director ceases to be a director for any reason other than death or
disability, and may be exercised by payment of cash or through the delivery of
common stock. Director Options granted under the Director Option Plan are
generally exercisable in the case of death or disability for a period of one
year after death or the disabling event. No Director Option issued may be
exercised if such exercise would jeopardize our status as a REIT under the
Internal Revenue Code.

The independent directors may not sell pledge, assign or transfer their
options other than by will or the laws of descent or distribution.

Upon the dissolution or liquidation of the Wells REIT, upon our
reorganization, merger or consolidation with one or more corporations as a
result of which we are not the surviving corporation or upon sale of all or
substantially all of our properties, the Director Option Plan will terminate,
and any outstanding Director Options will terminate and be forfeited. The board
of directors may provide in writing in connection with any such transaction for
any or all of the following alternatives:

.       for the assumption by the successor corporation of the Director
Options granted or the replacement of the Director Options with
options covering the stock of the successor corporation, or a
parent or subsidiary of such corporation, with appropriate
adjustments as to the number and kind of shares and exercise
prices;

.       for the continuance of the Director Option Plan and the Director
Options by such successor corporation under the original terms;
or

.       for the payment in cash or shares of common stock in lieu of and
in complete satisfaction of such options.

Independent Director Warrant Plan

Our Independent Director Warrant Plan (Director Warrant Plan) was
approved by our stockholders at the annual stockholders meeting held June 28,
2000. Our Director Warrant Plan provides for the issuance of warrants to
purchase shares of our common stock (Warrants) to independent directors based on
the number of shares of common stock that they purchase. The purpose of the
Director Warrant Plan is to encourage our independent directors to purchase
shares of our common stock. Beginning on the effective date of the Director
Warrant Plan and continuing until the earlier to occur of (1) the termination of
the Director Warrant Plan by action of the board of directors or otherwise, or
(2) 5:00 p.m. EST on the date of listing of our shares on a national securities
exchange, each independent director will receive one Warrant for every 25 shares
of common stock he purchases. The exercise price of the Warrants will be $12.00
per share.

A total of 500,000 Warrants have been authorized and reserved for
issuance under the Director Warrant Plan, each of which will be redeemable for
one share of our common stock. Upon our dissolution or liquidation, or upon a
reorganization, merger or consolidation, where we are not the surviving
corporation, or upon our sale of all or substantially all of our properties, the
Director Warrant Plan shall terminate, and any outstanding Warrants shall
terminate and be forfeited; provided, however, that holders of Warrants may
exercise any Warrants that are otherwise exercisable immediately prior to the
effective date of the dissolution, liquidation, consolidation or merger.
Notwithstanding the above, the board of directors may provide in writing in
connection with any such transaction for any or all of the following
alternatives: (1) for the assumption by the successor corporation of the
Warrants theretofore granted or the substitution by such corporation for such
Warrants of awards covering the stock of the successor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number

39

and kind of shares and prices; (2) for the continuance of the Director Warrant
Plan by such successor corporation in which event the Director Warrant Plan and
the Warrants shall continue in the manner and under the terms so provided; or
(3) for the payment in cash or shares in lieu of and in complete satisfaction of
such Warrants.

No Warrant may be sold, pledged, assigned or transferred by an
independent director in any manner other than by will or the laws of descent or
distribution. All Warrants exercised during the independent director's lifetime
shall be exercised only by the independent director or his legal representative.
Any transfer contrary to the Director Warrant Plan will nullify and render void
the Warrant. Notwithstanding any other provisions of the Director Warrant Plan,
Warrants granted under the Director Warrant Plan shall continue to be
exercisable in the case of death or disability of the independent director for a
period of one year after the death or disabling event, provided that the death
or disabling event occurs while the person is an independent director. No
Warrant issued may be exercised if such exercise would jeopardize our status as
a REIT under the Internal Revenue Code.

Employee Stock Option Plan

Our 2000 Employee Stock Option Plan (Employee Option Plan) was approved
by our stockholders at the annual stockholders meeting held June 28, 2000. Our
Employee Option Plan is designed to enable Wells Capital and Wells Management to
obtain or retain the services of employees considered essential to our long
range success and the success of Wells Capital and Wells Management by offering
such employees an opportunity to participate in the growth of the Wells REIT
through ownership of our common stock.

Our Employee Option Plan provides for the formation of a Compensation
Committee consisting of two or more of our independent directors. (See
"Committees of the Board of Directors. ") The Compensation Committee shall
conduct the general administration of the Employee Option Plan. The Compensation
Committee is authorized to grant "non-qualified" stock options (Employee
Options) to selected employees of Wells Capital and Wells Management based upon
the recommendation of Wells Capital and subject to the absolute discretion of
the Compensation Committee and applicable limitations of the Employee Option
Plan. The exercise price for the Employee Options shall be the greater of (1)
$11.00 per share, or (2) the fair market value of the shares on the date the
option is granted. A total of 750,000 shares have been authorized and reserved
for issuance under our Employee Option Plan. To date, we have not issued any
stock options under our Employee Option Plan.

The Compensation Committee shall set the term of the Employee Options in
its discretion, although no Employee Option shall have a term greater than five
years from the later of (1) the date our shares become listed on a national
securities exchange, or (2) the date the Employee Option is granted. The
employee receiving Employee Options shall agree to remain in employment with his
employer for a period of one year after the Employee Option is granted. The
Compensation Committee shall set the period during which the right to exercise
an option vests in the holder of the option. No Employee Option issued may be
exercised, however, if such exercise would jeopardize our status as a REIT under
the Internal Revenue Code. In addition, no option may be sold, pledged, assigned
or transferred by an employee in any manner other than by will or the laws of
descent or distribution.

In the event that the Compensation Committee determines that any
dividend or other distribution, recapitalization, stock split, reorganization,
merger, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of our assets, or other similar
corporate transaction or event, affects the shares such that an adjustment is
determined by the Compensation Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Employee Option Plan or with respect to an Employee
Option, then the

40

Compensation Committee shall, in such manner as it may deem equitable, adjust
the number and kind of shares or the exercise price with respect to any option.

Limited Liability and Indemnification of Directors, Officers, Employees and
Other Agents

Our organizational documents limit the personal liability of our
stockholders, directors and officers for monetary damages to the fullest extent
permitted under current Maryland Corporation Law. We also maintain a directors
and officers liability insurance policy. Maryland Corporation Law allows
directors and officers to be indemnified against judgments, penalties, fines,
settlements and expenses actually incurred in a proceeding unless the following
can be established:

.       an act or omission of the director or officer was material to
the cause of action adjudicated in the proceeding, and was
committed in bad faith or was the result of active and
deliberate dishonesty;

.       the director or officer actually received an improper personal
benefit in money, property or services; or

.       with respect to any criminal proceeding, the director or officer
had reasonable cause to believe his act or omission was
unlawful.

Any indemnification or any agreement to hold harmless is recoverable only out of
our assets and not from the stockholders. Indemnification could reduce the legal
remedies available to us and the stockholders against the indemnified
individuals, however.

This provision does not reduce the exposure of directors and officers to
liability under federal or state securities laws, nor does it limit the
stockholder's ability to obtain injunctive relief or other equitable remedies
for a violation of a director's or an officer's duties to us or our
stockholders, although the equitable remedies may not be an effective remedy in
some circumstances.

In spite of the above provisions of Maryland Corporation Law, our
articles of incorporation provide that our directors, Wells Capital and its
affiliates will be indemnified by us for losses arising from our operation only
if all of the following conditions are met:

.       our directors, Wells Capital or its affiliates have determined,
in good faith, that the course of conduct which caused the loss
or liability was in our best interests;

.       our directors, Wells Capital or its affiliates were acting on
our behalf or performing services for us;

.       in the case of affiliated directors, Wells Capital or its
affiliates, the liability or loss was not the result of
negligence or misconduct by the party seeking indemnification;

.       in the case of independent directors, the liability or loss was
not the result of gross negligence or willful misconduct by the
party seeking indemnification; and

.       the indemnification or agreement to hold harmless is recoverable
only out of our net assets and not from the stockholders.

We have agreed to indemnify and hold harmless Wells Capital and its
affiliates performing services for us from specific claims and liabilities
arising out of the performance of its obligations under the advisory agreement.
As a result, we and our stockholders may be entitled to a more limited right of

41

action than they would otherwise have if these indemnification rights were not
included in the advisory agreement.

The general effect to investors of any arrangement under which any of
our controlling persons, directors or officers are insured or indemnified
against liability is a potential reduction in distributions resulting from our
payment of premiums associated with insurance. In addition, indemnification
could reduce the legal remedies available to the Wells REIT and our stockholders
against the officers and directors.

The Securities and Exchange Commission takes the position that
indemnification against liabilities arising under the Securities Act of 1933 is
against public policy and unenforceable. Indemnification of our directors,
officers, Wells Capital or its affiliates will not be allowed for liabilities
arising from or out of a violation of state or federal securities laws, unless
one or more of the following conditions are met:

.       there has been a successful adjudication on the merits of each
count involving alleged securities law violations;

.       such claims have been dismissed with prejudice on the merits by
a court of competent jurisdiction; or

.       a court of competent jurisdiction approves a settlement of the
claims against the indemnitee and finds that indemnification of
the settlement and the related costs should be made, and the
court considering the request for indemnification has been
advised of the position of the Securities and Exchange
Commission and of the published position of any state securities
regulatory authority in which the securities were offered as to
indemnification for violations of securities laws.

Indemnification will be allowed for settlements and related expenses of
lawsuits alleging securities laws violations and for expenses incurred in
successfully defending any lawsuits, provided that a court either:

.       approves the settlement and finds that indemnification of the
settlement and related costs should be made; or

.       dismisses with prejudice or there is a successful adjudication
on the merits of each count involving alleged securities law
violations as to the particular indemnitee and a court approves
the indemnification.

The Advisor

The advisor of the Wells REIT is Wells Capital. Some of our officers and
directors are also officers and directors of Wells Capital. Wells Capital has
contractual responsibility to the Wells REIT and its stockholders pursuant to
the advisory agreement.

(See "Conflicts of Interest.")

The directors and executive officers of Wells Capital are as follows:

Name          Age    Position
----          ---    --------
Leo F. Wells, III      58     President, Treasurer and sole director
Douglas P. Williams    51     Senior Vice President and Assistant
Secretary
Stephen G. Franklin    54     Senior Vice President
Kim R. Comer           48     Vice President
Claire C. Janssen      39     Vice President

42

The backgrounds of Messrs. Wells and Williams are described in the
"Management - Executive Officers and Directors" section of this prospectus.
Below is a brief description of the other executive officers of Wells Capital.

Stephen G. Franklin, Ph.D. is a Senior Vice President of Wells Capital.
Mr. Franklin is responsible for marketing, sales and coordination of
broker-dealer relations. Mr. Franklin also serves as Vice President of Wells
Real Estate Funds, Inc. Prior to joining Wells Capital in 1999, Mr. Franklin
served as President of Global Access Learning, an international executive
education and management development firm. From 1997 to 1999, Mr. Franklin
served as President, Chief Academic Officer and Director of EduTrek
International, a publicly traded provider of international post-secondary
education that owns the American InterContinental University, with campuses in
Atlanta, Ft. Lauderdale, Los Angeles, Washington, D.C., London and Dubai. While
at EduTrek, he was instrumental in developing the Masters and Bachelors of
Information Technology, International MBA and Adult Evening BBA programs. Prior
to joining EduTrek, Mr. Franklin was Associate Dean of the Goizueta Business
School at Emory University and a former tenured Associate Professor of Business
Administration. He served on the founding Executive MBA faculty, and has taught
graduate, undergraduate and executive courses in Management and Organizational
Behavior, Human Resources Management and Entrepreneurship. He is also co-founder
and Director of the Center for Healthcare Leadership in the Emory University
School of Medicine. Mr. Franklin was a frequent guest lecturer at universities
throughout North America, Europe and South Africa.

In 1984, Mr. Franklin took a sabbatical from Emory University and became
Executive Vice President and a principal stockholder of Financial Service
Corporation (FSC), an independent financial planning broker-dealer. Mr. Franklin
and the other stockholders of FSC later sold their interests in FSC to Mutual of
New York Life Insurance Company.

Kim R. Comer is a Vice President of Wells Capital. He rejoined Wells
Capital as National Vice President of Marketing in April 1997 after working for
Wells Capital in similar capacities from January 1992 through September 1995. In
prior positions with Wells Capital, he served as both Vice President and
Director of Customer Care Services and Vice President of Marketing for the
southeast and northeast regions. Mr. Comer has over 10 years experience in the
securities industry and is a registered representative and financial principal
with the NASD. Additionally, he has substantial financial experience including
experience as controller and chief financial officer of two regional
broker-dealers. In 1976, Mr. Comer graduated with honors from Georgia State
University with a BBA degree in accounting.

Claire C. Janssen is a Vice President of Wells Capital. She is primarily
responsible for managing the corporate, real estate, investment and investor
accounting areas of the company. Ms. Janssen also serves as a Vice President of
Wells Management Company, Inc., our Property Manager. Prior to joining Wells
Capital in 2001, Ms. Janssen served as a Vice President of Lend Lease Real
Estate (formerly, Equitable Real Estate). From 1990 to 2000, she held various
management positions, including Vice President of Institutional Accounting, Vice
President of Business/Credit Analysis and Director of Tax/Corporate Accounting.
From 1985 to 1990, Ms. Janssen served in management positions for Beers and
Cutler, a Washington, D.C. based accounting firm, where she provided both audit
and tax services for clients.

Ms. Janssen received a B.S. in business administration with a major in
accounting from George Mason University. She is a Certified Public Accountant
and a member of American Institute of Certified Public Accountants, Georgia
Society of Certified Public Accountants and National Association of Real Estate
Companies.

43

Wells Capital employs personnel, in addition to the directors and
executive officers listed above, who have extensive experience in selecting and
managing commercial properties similar to the properties sought to be acquired
by the Wells REIT.

The Advisory Agreement

Many of the services to be performed by Wells Capital in managing our
day-to-day activities are summarized below. This summary is provided to
illustrate the material functions which Wells Capital will perform for us as our
advisor and it is not intended to include all of the services which may be
provided to us by third parties. Under the terms of the advisory agreement,
Wells Capital undertakes to use its best efforts to present to us investment
opportunities consistent with our investment policies and objectives as adopted
by our board of directors. In its performance of this undertaking, Wells
Capital, either directly or indirectly by engaging an affiliate, shall, subject
to the authority of the board:

.       find, present and recommend to us real estate investment
opportunities consistent with our investment policies and
objectives;

.       structure the terms and conditions of transactions pursuant to
which acquisitions of properties will be made;

.       acquire properties on our behalf in compliance with our
investment objectives and policies;

.       arrange for financing and refinancing of properties; and

.       enter into leases and service contracts for the properties
acquired.

The term of the current advisory agreement ends on January 30, 2003 and
may be renewed for an unlimited number of successive one-year periods.
Additionally, the advisory agreement may be terminated:

.       immediately by us for "cause" or upon the bankruptcy of Wells
Capital or a material breach of the advisory agreement by Wells
Capital;

.       without cause by a majority of the independent directors of the
Wells REIT or a majority of the directors of Wells Capital upon
60 days' written notice; or

.       immediately with "good reason" by Wells Capital.

"Good reason" is defined in the advisory agreement to mean either:

.       any failure by us to obtain a satisfactory agreement from our
successor to assume and agree to perform our obligations under
the advisory agreement; or

.       any material breach of the advisory agreement of any nature
whatsoever by us.

"Cause" is defined in the advisory agreement to mean fraud, criminal
conduct, willful misconduct or willful or negligent breach of fiduciary duty by
Wells Capital or a breach of the advisory agreement by Wells Capital.

Wells Capital and its affiliates expect to engage in other business
ventures and, as a result, their resources will not be dedicated exclusively to
our business. However, pursuant to the advisory

44

agreement, Wells Capital must devote sufficient resources to the administration
of the Wells REIT to discharge its obligations. Wells Capital may assign the
advisory agreement to an affiliate upon approval of a majority of the
independent directors. We may assign or transfer the advisory agreement to a
successor entity.

Wells Capital may not make any acquisition of property or financing of
such acquisition on our behalf without the prior approval of a majority of our
board of directors. The actual terms and conditions of transactions involving
investments in properties shall be determined in the sole discretion of Wells
Capital, subject at all times to such board approval.

We will reimburse Wells Capital for all of the costs it incurs in
connection with the services it provides to us, including, but not limited to:

.       organization and offering expenses in an amount up to 3.0% of
gross offering proceeds, which include actual legal, accounting,
printing and expenses attributable to preparing the SEC
registration statement, qualification of the shares for sale in
the states and filing fees incurred by Wells Capital, as well as
reimbursements for marketing, salaries and direct expenses of
its employees while engaged in registering and marketing the
shares and other marketing and organization costs, other than
selling commissions and the dealer manager fee;

.       the annual cost of goods and materials used by us and obtained
from entities not affiliated with Wells Capital, including
brokerage fees paid in connection with the purchase and sale of
securities;

.       administrative services including personnel costs, provided,
however, that no reimbursement shall be made for costs of
personnel to the extent that personnel are used in transactions
for which Wells Capital receives a separate fee; and

.       acquisition expenses, which are defined to include expenses
related to the selection and acquisition of properties.

Wells Capital must reimburse us at least annually for amounts paid to
Wells Capital in any year to the extent that such payments cause our operating
expenses to exceed the greater of (1) 2% of our average invested assets, which
generally consists of the average book value of our real estate properties
before reserves for depreciation or bad debts, or (2) 25% of our net income,
which is defined as our total revenues less total expenses for any given period
excluding reserves for depreciation and bad debt. Such operating expenses do not
include amounts payable out of capital contributions which are capitalized for
tax and accounting purposes such as the acquisition and advisory fees payable to
Wells Capital. To the extent that operating expenses payable or reimbursable by
us exceed this limit and the independent directors determine that the excess
expenses were justified based on unusual and nonrecurring factors which they
deem sufficient, Wells Capital may be reimbursed in future years for the full
amount of the excess expenses, or any portion thereof, but only to the extent
the reimbursement would not cause our operating expenses to exceed the
limitation in any year. Within 60 days after the end of any of our fiscal
quarters for which total operating expenses for the 12 months then ended exceed
the limitation, there shall be sent to the stockholders a written disclosure,
together with an explanation of the factors the independent directors considered
in arriving at the conclusion that the excess expenses were justified.

Wells Capital and its affiliates will be paid fees in connection with
services provided to us. (See "Management Compensation.") In the event the
advisory agreement is terminated, Wells Capital will be paid all accrued and
unpaid fees and expense reimbursements, and any subordinated acquisition fees

45

earned prior to the termination. We will not reimburse Wells Capital or its
affiliates for services for which Wells Capital or its affiliates are entitled
to compensation in the form of a separate fee.

Shareholdings

Wells Capital currently owns 20,000 limited partnership units of Wells OP,
our operating partnership, for which it contributed $200,000 and which
constitutes 100% of the limited partner units outstanding at this time. Wells
Capital may not sell any of these units during the period it serves as our
advisor. Any resale of shares that Wells Capital or its affiliates may acquire
in the future will be subject to the provisions of Rule 144 promulgated under
the Securities Act of 1933, which rule limits the number of shares that may be
sold at any one time and the manner of such resale. Although Wells Capital and
its affiliates are not prohibited from acquiring shares of the Wells REIT, Wells
Capital currently has no options or warrants to acquire any shares and has no
current plans to acquire shares. Wells Capital has agreed to abstain from voting
any shares it acquires in any vote for the election of directors or any vote
regarding the approval or termination of any contract with Wells Capital or any
of its affiliates.

Affiliated Companies

Property Manager

Our properties will be managed and leased initially by Wells Management
Company, Inc. (Wells Management), our Property Manager. Wells Management is a
wholly owned subsidiary of Wells Real Estate Funds, Inc., and Mr. Wells is the
sole director of Wells Management. (See "Conflicts of Interest.") The principal
officers of Wells Management are as follows:

Name                      Age        Positions
----                      ---        ---------

Leo F. Wells, III         58         President and Treasurer
M. Scott Meadows          38         Senior Vice President and Secretary
John G. Oliver            53         Vice President
Michael L. Watson         59         Vice President
Claire C. Janssen         39         Vice President

The background of Mr. Wells is described in the "Management - Executive
Officers and Directors" section of this prospectus. The background of Ms.
Janssen is described in the "Management - The Advisor" section of this
prospectus. Below is a brief description of the other executive officers of
Wells Management.

M. Scott Meadows is a Senior Vice President and Secretary of Wells
Management. He is primarily responsible for the acquisition, operation,
management and disposition of real estate investments. Prior to joining Wells
Management in 1996, Mr. Meadows served as Senior Property Manager for The
Griffin Company, a full-service commercial real estate firm in Atlanta, where he
was responsible for managing a 500,000 square foot office and retail portfolio.
Mr. Meadows previously managed real estate as a Property Manager for Sea Pines
Plantation Company. He graduated from University of Georgia with a B.B.A. in
management. Mr. Meadows is a Georgia real estate broker and holds a Real
Property Administrator (RPA) designation from the Building Owners and Managers
Institute International and a Certified Property Manager (CPM) designation from
the Institute of Real Estate Management.

46

John G. Oliver is a Vice President of Wells Management. He is primarily
responsible for operation and management of real estate properties. Prior to
joining Wells Management in July 2000, Mr. Oliver served as Vice President with
C.B. Richard Ellis where he was responsible for the management of properties
occupied by Delta Airlines. Mr. Oliver previously was the Vice President of
Property Management for Grubb and Ellis for their southeast region and served on
their Executive Property Management Council. He graduated from Georgia State
University with a B.S. in real estate. Mr. Oliver is a past President of the
Atlanta chapter of BOMA (Building Owners and Managers Association) and holds a
Certified Property Manager (CPM) designation from the Institute of Real Estate
Management.

Michael L. Watson is a Vice President of Wells Management. He is
primarily responsible for performing due diligence investigations on our
properties and overseeing construction and tenant improvement projects including
design, engineering, and progress-monitoring functions. Prior to joining Wells
Management in 1995, Mr. Watson was Senior Project Manager with Abrams
Construction in Atlanta from 1982 to 1995. His primary responsibilities included
supervising a variety of projects consisting of high-rise office buildings,
military bases, state projects and neighborhood shopping centers. He graduated
from the University of Miami with a B.S. in civil engineering.

Wells Management is engaged in the business of real estate management.
It was organized and commenced active operations in 1983 to lease and manage
real estate projects which Wells Capital and its affiliates operate or in which
they own an interest. As of _________, 2002, Wells Management was managing in
excess of ______________ square feet of office buildings and shopping centers.
We will pay Wells Management property management and leasing fees not exceeding
the lesser of: (A) 4.5% of gross revenues, or (B) 0.6% of the net asset value of
the properties (excluding vacant properties) owned by the Wells REIT, calculated
on an annual basis. For purposes of this calculation, net asset value shall be
defined as the excess of (1) the aggregate of the fair market value of all
properties owned by the Wells REIT (excluding vacant properties), over (2) the
aggregate outstanding debt of the Wells REIT (excluding debts having maturities
of one year or less). In addition, we may pay Wells Management a separate fee
for the one-time initial rent-up or leasing-up of newly constructed properties
in an amount not to exceed the fee customarily charged in arm's length
transactions by others rendering similar services in the same geographic area
for similar properties as determined by a survey of brokers and agents in such
area (customarily equal to the first month's rent). Wells Management will also
retain third-party property managers or subcontract manager services to
third-party property managers as it deems appropriate for certain of our
properties.

In the event that Wells Management assists a tenant with tenant
improvements, a separate fee may be charged to the tenant and paid by the
tenant. This fee will not exceed 5.0% of the cost of the tenant improvements.

Wells Management will hire, direct and establish policies for employees
who will have direct responsibility for each property's operations, including
resident managers and assistant managers, as well as building and maintenance
personnel. Some or all of the other employees may be employed on a part-time
basis and may also be employed by one or more of the following:

.    Wells Capital;

.    Wells Management;

.    partnerships organized by Wells Management and its affiliates; and

.    other persons or entities owning properties managed by Wells
Management.

Wells Management will direct the purchase of equipment and supplies and will
supervise all maintenance activity.

47

The management fees to be paid to Wells Management will cover, without
additional expense to the Wells REIT, the property manager's general overhead
costs such as its expenses for rent and utilities.

The principal office of Wells Management is located at 6200 The Corners
Parkway, Suite 250, Norcross, Georgia 30092.

Dealer Manager

Wells Investment Securities, Inc. (Wells Investment Securities), our
Dealer Manager, is a member firm of the National Association of Securities
Dealers, Inc. (NASD). Wells Investment Securities was organized in May 1984 for
the purpose of participating in and facilitating the distribution of securities
of Wells programs.

Wells Investment Securities will provide certain wholesaling, sales
promotional and marketing assistance services to the Wells REIT in connection
with the distribution of the shares offered pursuant to this prospectus. It may
also sell shares at the retail level. (See "Plan of Distribution" and
"Management Compensation.")

Wells Real Estate Funds, Inc. is the sole stockholder and Mr. Wells is
the President, Treasurer and sole director of Wells Investment Securities. (See
"Conflicts of Interest.")

IRA Custodian

Wells Advisors, Inc. (Wells Advisors) was organized in 1991 for the
purpose of acting as a non-bank custodian for IRAs investing in the securities
of Wells real estate programs. Wells Advisors currently charges no fees for such
services. Wells Advisors was approved by the Internal Revenue Service to act as
a qualified non-bank custodian for IRAs on March 20, 1992. In circumstances
where Wells Advisors acts as an IRA custodian, the authority of Wells Advisors
is limited to holding limited partnership units or REIT shares on behalf of the
beneficiary of the IRA and making distributions or reinvestments in such units
or shares solely at the direction of the beneficiary of the IRA. Well Advisors
is not authorized to vote any of such units or shares held in any IRA except in
accordance with the written instructions of the beneficiary of the IRA. Mr.
Wells is the President and sole director and owns 50% of the common stock and
all of the preferred stock of Wells Advisors. As of ___________, 2002, Wells
Advisors was acting as the IRA custodian for in excess of $_______________ in
Wells real estate program investments.

Management Decisions

The primary responsibility for the management decisions of Wells
Capital and its affiliates, including the selection of investment properties to
be recommended to our board of directors, the negotiation for these investments,
and the property management and leasing of these investment properties will
reside in Leo F. Wells, III, Douglas P. Williams, M. Scott Meadows, David H.
Steinwedell and John G. Oliver. Wells Capital seeks to invest in commercial
properties that satisfy our investment objectives, typically office buildings
located in densely populated suburban markets in which the major tenant is a
company with a net worth of in excess of $100,000,000. Our board of directors
must approve all acquisitions of real estate properties.

48

Management Compensation

The following table summarizes and discloses all of the compensation
and fees, including reimbursement of expenses, to be paid by the Wells REIT to
Wells Capital and its affiliates.

Form of                                                                                      Estimated
Compensation and                            Determination                                    Maximum
Entity Receiving                             of Amount                                       Dollar Amount(1)
----------------                             ---------                                       ----------------

Organizational and Offering Stage

Selling Commissions        Up to 7.0% of gross offering proceeds before reallowance of        $231,000,000
-Wells Investment          commissions earned by participating broker-dealers.  Wells
Securities                 Investment Securities, our Dealer Manager, intends to reallow
100% of commissions earned for those transactions that involve
participating broker-dealers.

Dealer Manager Fee -       Up to 2.5% of gross offering proceeds before reallowance to        $ 82,500,000
Wells Investment           participating broker-dealers.  Wells Investment Securities, in
Securities                 its sole discretion, may reallow a portion of its dealer manager
fee of up to 1.5% of the gross offering proceeds to be paid to
such participating broker-dealers as marketing fees.

Reimbursement of           Up to 3.0% of gross offering proceeds. All organization and        $ 49,500,000
Organization and           offering expenses (excluding selling commissions and                (estimated)
Offering Expenses -        the dealer manager fee) will be advanced by Wells Capital
Wells Capital or its       or its affiliates and reimbursed by the Wells REIT up to 3.0%
Affiliates (2)             of aggregate gross offering proceeds. We currently estimate
that approximately $49,500,000 of organization and offering
costs will be incurred if the maximum offering of 330,000,000
shares is sold.

Acquisition and Development Stage

Acquisition and Advisory   Up to 3.0% of gross offering proceeds for the review and           $ 99,000,000
Fees - Wells Capital or    evaluation of potential real property acquisitions.
its Affiliates (3)

Reimbursement of           Up to 0.5% of gross offering proceeds for reimbursement of         $ 16,500,000
Acquisition Expenses       expenses related to real property acquisitions, such
- Wells Capital or its     as legal fees, travel expenses, property appraisals,
Affiliates (3)             title insurance premium expenses and other closing
costs.

49

Operational Stage

Property                   For the management and leasing of our properties, we will pay      Actual amounts are
Management and             Wells Management, our Property Manager, property management and    dependent upon
Leasing Fees - Wells       leasing fees equal to 4.5% of gross revenues; provided,            results of
Management                 however, that aggregate property management and leasing fees       operations and
payable to Wells Management may not exceed the lesser of: (A)      therefore cannot be
4.5% of gross revenues; or (B) 0.6% of the net asset value of      determined at the
the properties (excluding vacant properties) owned by the Wells    present time.
REIT, calculated on an annual basis. For purposes of this
calculation, net asset value shall be defined as the excess of
(1) the aggregate of the fair market value of all properties
owned by the Wells REIT (excluding vacant properties), over (2)
the aggregate outstanding debt of the Wells REIT (excluding
debts having maturities of one year or less). In addition, we
may pay Wells Management a separate fee for the one-time
initial rent-up or leasing-up of newly constructed properties
in an amount not to exceed the fee customarily charged in arm's
length transactions by others rendering similar services in the
same geographic area for similar properties as determined by a
survey of brokers and agents in such area (customarily equal to
the first month's rent).

Real Estate Commissions -  In connection with the sale of properties, an amount not           Actual amounts are
Wells Capital or           exceeding the lesser of:  (A) 50% of the reasonable, customary     dependent upon
its Affiliates             and competitive real estate brokerage commissions customarily      results of
paid for the sale of a comparable property in light of the         operations and
size, type and location of the property; or (B) 3.0% of the        therefore cannot be
contract price of each property sold, subordinated to              determined at the
distributions to investors from sale proceeds of an amount         present time.
which, together with prior distributions to the investors,
will equal (1) 100% of their capital contributions, plus
(2) an 8.0% annual cumulative, noncompounded return on their
net capital contributions.

Subordinated               After investors have received a return of their net capital        Actual amounts are
Participation in Net       contributions and an 8.0% per year cumulative, noncompounded       dependent upon
Sale Proceeds - Wells      return, then Wells Capital is entitled to receive 10.0% of         results of
Capital (4)                remaining net sale proceeds.                                       operations and
therefore cannot be
determined at the
present time.

Subordinated               Upon listing, a fee equal to 10.0% of the amount by which (1)      Actual amounts are
Incentive                  the market value of the outstanding stock of the Wells REIT        dependent upon
Listing Fee -              plus distributions paid by the Wells REIT prior to listing,        results of
Wells Capital (5)(6)       exceeds (2) the sum of the total amount of capital raised from     operations and
investors and the amount of cash flow necessary to generate an     therefore cannot be
8.0% per year cumulative, noncompounded return to investors.       determined at the
present time.

The Wells REIT may not reimburse any entity for operating
expenses in excess of the greater of 2% of our average invested
assets or 25% of our net income for the year.

50

__________________________
(Footnotes to "Management Compensation")

1.       The estimated maximum dollar amounts are based on the sale of a maximum
of 300,000,000 shares to the public at $10 per share and the sale of
30,000,000 shares at $10 per share pursuant to our dividend
reinvestment plan.

2.       These reimbursements will include organization and offering expenses
previously advanced by Wells Capital with regards to prior offerings of
our shares, to the extent not reimbursed out of proceeds from prior
offerings, and subject for the 3.0% of gross offering proceeds overall
limitation.

3.       Notwithstanding the method by which we calculate the payment of
acquisition fees and expenses, as described in the table, the total of
all such acquisition fees and acquisition expenses shall not exceed, in
the aggregate, an amount equal to 6.0% of the contract price of all of
the properties which we will purchase, as required by the NASAA
Guidelines.

4.       The subordinated participation in net sale proceeds and the
subordinated incentive listing fee to be received by Wells Capital are
mutually exclusive of each other. In the event that the Wells REIT
becomes listed and Wells Capital receives the subordinated incentive
listing fee prior to its receipt of the subordinated participation in
net sale proceeds, Wells Capital shall not be entitled to any such
participation in net sale proceeds.

5.       If at any time the shares become listed on a national securities
exchange or included for quotation on Nasdaq, we will negotiate in good
faith with Wells Capital a fee structure appropriate for an entity with
a perpetual life. A majority of the independent directors must approve
the new fee structure negotiated with Wells Capital. In negotiating a
new fee structure, the independent directors shall consider all of the
factors they deem relevant, including but not limited to:

.        the size of the advisory fee in relation to the size,
composition and profitability of our portfolio;

.        the success of Wells Capital in generating opportunities that
meet our investment objectives;

.        the rates charged to other REITs and to investors other than
REITs by advisors performing similar services;

.        additional revenues realized by Wells Capital through their
relationship with us;

.        the quality and extent of service and advice furnished by
Wells Capital;

.        the performance of our investment portfolio, including income,
conservation or appreciation of capital, frequency of problem
investments and competence in dealing with distress
situations; and

.        the quality of our portfolio in relationship to the
investments generated by Wells Capital for the account of
other clients.

Our board of directors, including a majority of the independent
directors, may not approve a new fee structure that is, in its
judgment, more favorable to Wells Capital than the current fee
structure.

51

6.       The market value of the outstanding stock of the Wells REIT will be
calculated based on the average market value of the shares issued and
outstanding at listing over the 30 trading days beginning 180 days
after the shares are first listed on a stock exchange.

We have the option to pay the listing fee in the form of stock, cash, a
promissory note or any combination thereof. In the event the
subordinated incentive listing fee is paid to Wells Capital as a result
of the listing of the shares, we will not be required to pay Wells
Capital any further subordinated participation in net sale proceeds.

In addition, Wells Capital and its affiliates will be reimbursed only
for the actual cost of goods, services and materials used for or by the Wells
REIT. Wells Capital may be reimbursed for the administrative services necessary
to the prudent operation of the Wells REIT provided that the reimbursement shall
not be for services for which it is entitled to compensation by way of a
separate fee.

Since Wells Capital and its affiliates are entitled to differing levels
of compensation for undertaking different transactions on behalf of the Wells
REIT such as the property management fees for operating the properties and the
subordinated participation in net sale proceeds, Wells Capital has the ability
to affect the nature of the compensation it receives by undertaking different
transactions. However, Wells Capital is obligated to exercise good faith and
integrity in all its dealings with respect to our affairs pursuant to the
advisory agreement. (See "Management - The Advisory Agreement.") Because these
fees or expenses are payable only with respect to certain transactions or
services, they may not be recovered by Wells Capital or its affiliates by
reclassifying them under a different category.

Stock Ownership

The following table shows, as of December 31, 2001, the amount of our
common stock beneficially owned (unless otherwise indicated) by (1) any person
who is known by us to be the beneficial owner of more than 5% of the outstanding
shares of our common stock, (2) our directors, (3) our executive officers, and
(4) all of our directors and executive officers as a group.

--------------------------------------------------------------------------------
Shares Beneficially Owned
--------------------------------------------------------------------------------
Shares         Percentage
--------------------------------------------------------------------------------
Name and Address of Beneficial Owner
--------------------------------------------------------------------------------
Leo F. Wells, III                                         698                 *
6200 The Corners Parkway, Suite 250
Norcross, GA  30092
--------------------------------------------------------------------------------
Douglas P. Williams                                      None               N/A
6200 The Corners Parkway, Suite 250
Norcross, GA  30092
--------------------------------------------------------------------------------
John L. Bell (1)                                        1,500                 *
800 Mt. Vernon Highway, Suite 230
Atlanta, GA  30328
--------------------------------------------------------------------------------
Richard W. Carpenter (1)                                1,500                 *
Realmark Holdings Corporation
P.O. Box 421669 (30342)
5570 Glenridge Drive
Atlanta, GA  30342
--------------------------------------------------------------------------------
Bud Carter (1)                                          6,873                 *
The Executive Committee
100 Mount Shasta Lane
Alpharetta, GA  30022-5440
--------------------------------------------------------------------------------

52

------------------------------------------------------------------------------
Shares Beneficially Owned
------------------------------------------------------------------------------
Shares         Percentage
------------------------------------------------------------------------------
William H. Keogler, Jr. (1)                            1,500                *
469 Atlanta Country Club Drive
Marietta, GA  30067
------------------------------------------------------------------------------
Donald S. Moss (1)                                    79,217                *
114 Summerour Vale
Duluth, GA  30097
------------------------------------------------------------------------------
Walter W. Sessoms (1)                                 38,743                *
5995 River Chase Circle NW
Atlanta, GA  30328
------------------------------------------------------------------------------
Neil H. Strickland (1)                                 1,785                *
Strickland General Agency, Inc.
3109 Crossing Park
P.O. Box 129
Norcross, GA  30091
------------------------------------------------------------------------------
All directors and executive officers                 131,816                *
as a group/(2)/
------------------------------------------------------------------------------

*        Less than 1% of the outstanding common stock.

(1)      Includes options to purchase up to 1,500 shares of common stock, which
are exercisable within 60 days of December 31, 2001.

(2)      Includes options to purchase an aggregate of up to 10,500 shares of
common stock, which are exercisable within 60 days of December 31,
2001.

Conflicts of Interest

We are subject to various conflicts of interest arising out of our
relationship with Wells Capital, our advisor, and its affiliates, including
conflicts related to the arrangements pursuant to which Wells Capital and its
affiliates will be compensated by the Wells REIT. (See "Management
Compensation.")

The independent directors have an obligation to function on our behalf
in all situations in which a conflict of interest may arise and have a statutory
obligation to act in the best interest of the stockholders. (See "Management -
Limited Liability and Indemnification of Directors, Officers, Employees and
Other Agents.") These conflicts include, but are not limited to, the following:

Interests in Other Real Estate Programs

Wells Capital and its affiliates are general partners of other Wells
programs, including partnerships which have investment objectives similar to
those of the Wells REIT, and we expect that they will organize other such
partnerships and programs in the future. Wells Capital and such affiliates have
legal and financial obligations with respect to these partnerships which are
similar to their obligations to the Wells REIT. As general partners, they may
have contingent liability for the obligations of such partnerships as well as
those of the Wells REIT which, if such obligations were enforced against them,
could result in substantial reduction of their net worth.

Wells Capital and its affiliates are currently sponsoring a real estate
program known as Wells Real Estate Fund XIII, L.P. (Wells Fund XIII). The
registration statement of Wells Fund XIII was declared effective by the
Securities and Exchange Commission (SEC) on March 29, 2001 for the offer and
sale to the public of up to 4,500,000 units of limited partnership interest at a
price of $10.00 per unit.

53

As described in the "Prior Performance Summary," Wells Capital and its
affiliates have sponsored the following 14 public real estate programs with
substantially identical investment objectives as those of the Wells REIT:

1.      Wells Real Estate Fund I (Wells Fund I),
2.      Wells Real Estate Fund II (Wells Fund II),
3.      Wells Real Estate Fund II-OW (Wells Fund II-OW),
4.      Wells Real Estate Fund III, L.P. (Wells Fund III),
5.      Wells Real Estate Fund IV, L.P. (Wells Fund IV),
6.      Wells Real Estate Fund V, L.P. (Wells Fund V),
7.      Wells Real Estate Fund VI, L.P. (Wells Fund VI),
8.      Wells Real Estate Fund VII, L.P. (Wells Fund VII),
9.      Wells Real Estate Fund VIII, L.P. (Wells Fund VIII),
10.     Wells Real Estate Fund IX, L.P. (Wells Fund IX),
11.     Wells Real Estate Fund X, L.P. (Wells Fund X),
12.     Wells Real Estate Fund XI, L.P. (Wells Fund XI),
13.     Wells Real Estate Fund XII, L.P. (Wells Fund XII), and
14.     Wells Real Estate Fund XIII, L.P. (Wells Fund XIII).

In the event that the Wells REIT, or any other Wells program or other
entity formed or managed by Wells Capital or its affiliates is in the market for
similar properties, Wells Capital will review the investment portfolio of each
such affiliated entity prior to making a decision as to which Wells program will
purchase such properties. (See "Certain Conflict Resolution Procedures.")

Wells Capital may acquire, for its own account or for private
placement, properties which it deems not suitable for purchase by the Wells
REIT, whether because of the greater degree of risk, the complexity of
structuring inherent in such transactions, financing considerations or for other
reasons, including properties with potential for attractive investment returns.

Other Activities of Wells Capital and its Affiliates

We rely on Wells Capital for the day-to-day operation of our business.
As a result of its interests in other Wells programs and the fact that it has
also engaged and will continue to engage in other business activities, Wells
Capital and its affiliates will have conflicts of interest in allocating their
time between the Wells REIT and other Wells programs and activities in which
they are involved. (See "Risk Factors - Investment Risks.") However, Wells
Capital believes that it and its affiliates have sufficient personnel to
discharge fully their responsibilities to all of the Wells programs and ventures
in which they are involved.

In addition, certain of our executive officers and directors are also
officers and directors of Wells Capital, our advisor and the general partner of
the various real estate programs sponsored by Wells Capital and its affiliates
described above, Wells Management Company, our Property Manager, and Wells
Investment Securities, our Dealer Manager, and as such, owe fiduciary duties to
these various entities and their stockholders and limited partners. Such
fiduciary duties may from time to time conflict with the fiduciary duties owed
to the Wells REIT and its stockholders. (See "Risk Factors - Investment Risks.")

In addition to the real estate programs sponsored by Wells Capital and
its affiliates described above, Wells Capital and its affiliates are also
sponsoring an index mutual fund that invests in various REIT stocks known as the
Wells S&P REIT Index Fund (REIT Fund). The REIT Fund is a mutual fund which
seeks to provide investment results corresponding to the performance of the S&P
REIT Index by investing in the REIT stocks included in the S&P REIT Index.

54

We may purchase or lease a property from Wells Capital or its
affiliates upon a finding by a majority of our board of directors, including a
majority of our independent directors, not otherwise interested in the
transaction, that such transaction is competitive and commercially reasonable to
the Wells REIT and at a price no greater than the cost of the property;
provided, however, if the price is in excess of the cost of such property, that
substantial justification for such excess exists and such excess is reasonable
and the acquisition is disclosed. In no event may the Wells REIT:

.        loan funds to Wells Capital or any of its affiliates; or

.        enter into agreements with Wells Capital or its affiliates for
the provision of insurance covering the Wells REIT or any of
our properties.

Competition

Conflicts of interest will exist to the extent that we may acquire
properties in the same geographic areas where other Wells programs own
properties. In such a case, a conflict could arise in the leasing of properties
in the event that the Wells REIT and another Wells program were to compete for
the same tenants in negotiating leases, or a conflict could arise in connection
with the resale of properties in the event that the Wells REIT and another Wells
program were to attempt to sell similar properties at the same time. (See "Risk
Factors - Investment Risks"). Conflicts of interest may also exist at such time
as the Wells REIT or our affiliates managing property on our behalf seek to
employ developers, contractors or building managers as well as under other
circumstances. Wells Capital will seek to reduce conflicts relating to the
employment of developers, contractors or building managers by making prospective
employees aware of all such properties seeking to employ such persons. In
addition, Wells Capital will seek to reduce conflicts which may arise with
respect to properties available for sale or rent by making prospective
purchasers or tenants aware of all such properties. However, these conflicts
cannot be fully avoided in that Wells Capital may establish differing
compensation arrangements for employees at different properties or differing
terms for resales or leasing of the various properties.

Affiliated Dealer Manager

Since Wells Investment Securities, our Dealer Manager, is an affiliate
of Wells Capital, we will not have the benefit of an independent due diligence
review and investigation of the type normally performed by an unaffiliated,
independent underwriter in connection with the offering of securities. (See
"Plan of Distribution.")

Affiliated Property Manager

Since we anticipate that properties we acquire will be managed and
leased by Wells Management, our Property Manager, we will not have the benefit
of independent property management. (See "Management - Affiliated Companies.")

Lack of Separate Representation

Holland & Knight LLP is counsel to the Wells REIT, Wells Capital, Wells
Investment Securities and their affiliates in connection with this offering and
may in the future act as counsel to the Wells REIT, Wells Capital, Wells
Investment Securities and their affiliates. There is a possibility that in the
future the interests of the various parties may become adverse. In the event
that a dispute were to arise between the Wells REIT and Wells Capital, Wells
Investment Securities or any of their affiliates, separate counsel for such
matters will be retained as and when appropriate.

55

Joint Ventures with Affiliates of Wells Capital

We have entered into joint ventures with other Wells programs to
acquire and own properties and are likely to enter into one or more joint
venture agreements with other Wells programs for the acquisition, development or
improvement of properties. (See "Investment Objectives and Criteria - Joint
Venture Investments.") Wells Capital and its affiliates may have conflicts of
interest in determining which Wells program should enter into any particular
joint venture agreement. The co-venturer may have economic or business interests
or goals which are or which may become inconsistent with our business interests
or goals. In addition, should any such joint venture be consummated, Wells
Capital may face a conflict in structuring the terms of the relationship between
our interests and the interest of the affiliated co-venturer and in managing the
joint venture. Since Wells Capital and its affiliates will control both the
affiliated co-venturer and, to a certain extent, the Wells REIT, agreements and
transactions between the co-venturers with respect to any such joint venture
will not have the benefit of arm's-length negotiation of the type normally
conducted between unrelated co-venturers. (See "Risk Factors - Investment
Risks.")

Receipt of Fees and Other Compensation by Wells Capital and its Affiliates

A transaction involving the purchase and sale of properties may result
in the receipt of commissions, fees and other compensation by Wells Capital and
its affiliates, including acquisition and advisory fees, the dealer manager fee,
property management and leasing fees, real estate brokerage commissions, and
participation in nonliquidating net sale proceeds. However, the fees and
compensation payable to Wells Capital and its affiliates relating to the sale of
properties are subordinated to the return to the stockholders of their capital
contributions plus cumulative returns on such capital. Subject to oversight by
our board of directors, Wells Capital has considerable discretion with respect
to all decisions relating to the terms and timing of all transactions.
Therefore, Wells Capital may have conflicts of interest concerning certain
actions taken on our behalf, particularly due to the fact that such fees will
generally be payable to Wells Capital and its affiliates regardless of the
quality of the properties acquired or the services provided to the Wells REIT.
(See "Management Compensation.")

Every transaction we enter into with Wells Capital or its affiliates
is subject to an inherent conflict of interest. The board may encounter
conflicts of interest in enforcing our rights against any affiliate in the event
of a default by or disagreement with an affiliate or in invoking powers, rights
or options pursuant to any agreement between us and any affiliate. A majority of
the independent directors who are otherwise disinterested in the transaction
must approve each transaction between us and Wells Capital or any of its
affiliates as being fair and reasonable to us and on terms and conditions no
less favorable to us than those available from unaffiliated third parties.

Certain Conflict Resolution Procedures

In order to reduce or eliminate certain potential conflicts of
interest, our articles of incorporation contain a number of restrictions
relating to (1) transactions we enter into with Wells Capital and its
affiliates, (2) certain future offerings, and (3) allocation of properties among
affiliated entities. These restrictions include, among others, the following:

.       Except as otherwise described in this prospectus, we will not
accept goods or services from Wells Capital or its affiliates
unless a majority of our directors, including a majority of
the independent directors, not otherwise interested in the
transactions, approve such transactions as fair and reasonable
to the Wells REIT and on terms and conditions not less
favorable to the Wells REIT than those available from
unaffiliated third parties.

56

.    We will not purchase or lease properties in which Wells Capital
or its affiliates has an interest without a determination by a
majority of our directors, including a majority of the
independent directors, not otherwise interested in such
transaction, that such transaction is competitive and
commercially reasonable to the Wells REIT and at a price to the
Wells REIT no greater than the cost of the property to Wells
Capital or its affiliates, unless there is substantial
justification for any amount that exceeds such cost and such
excess amount is determined to be reasonable. In no event will we
acquire any such property at an amount in excess of its appraised
value. We will not sell or lease properties to Wells Capital or
its affiliates or to our directors unless a majority of our
directors, including a majority of the independent directors, not
otherwise interested in the transaction, determine the
transaction is fair and reasonable to the Wells REIT.

.    We will not make any loans to Wells Capital or its affiliates or
to our directors. In addition, Wells Capital and its affiliates
will not make loans to us or to joint ventures in which we are a
joint venture partner for the purpose of acquiring properties.
Any loans made to us by Wells Capital or its affiliates or our
directors for other purposes must be approved by a majority of
our directors, including a majority of the independent directors,
not otherwise interested in the transaction, as fair, competitive
and commercially reasonable, and no less favorable to the Wells
REIT than comparable loans between unaffiliated parties. Wells
Capital and its affiliates shall be entitled to reimbursement, at
cost, for actual expenses incurred by them on behalf of the Wells
REIT or joint ventures in which we are a joint venture partner,
subject to the limitation on reimbursement of operating expenses
to the extent that they exceed the greater of 2% of our average
invested assets or 25% of our net income, as described in the
"Management - The Advisory Agreement" section of this prospectus.

.    In the event that an investment opportunity becomes available
which is suitable, under all of the factors considered by Wells
Capital, for the Wells REIT and one or more other public or
private entities affiliated with Wells Capital and its
affiliates, then the entity which has had the longest period of
time elapse since it was offered an investment opportunity will
first be offered such investment opportunity. In determining
whether or not an investment opportunity is suitable for more
than one program, Wells Capital, subject to approval by our board
of directors, shall examine, among others, the following factors:

.    the cash requirements of each program;

.    the effect of the acquisition both on diversification of
each program's investments by type of commercial property
and geographic area, and on diversification of the tenants
of its properties;

.    the policy of each program relating to leverage of
properties;

.    the anticipated cash flow of each program;

.    the income tax effects of the purchase of each program;

.    the size of the investment; and

.    the amount of funds available to each program and the length
of time such funds have been available for investment.

57

If a subsequent event or development, such as a delay in the closing
of a property or a delay in the construction of a property, causes any such
investment, in the opinion of our board of directors and Wells Capital, to be
more appropriate for a program other than the program that committed to make the
investment, Wells Capital may determine that another program affiliated with
Wells Capital or its affiliates will make the investment. Our board of directors
has a duty to ensure that the method used by Wells Capital for the allocation of
the acquisition of properties by two or more affiliated programs seeking to
acquire similar types of properties shall be reasonable.

Investment Objectives and Criteria

General

We invest in commercial real estate properties, including properties
that are under development or construction, are newly constructed or have been
constructed and have operating histories. Our investment objectives are:

.    to maximize cash dividends paid to you;

.    to preserve, protect and return your capital contributions;

.    to realize growth in the value of our properties upon our
ultimate sale of such properties; and

.    to provide you with liquidity of your investment by listing the
shares on a national exchange or, if we do not obtain listing of
the shares by January 30, 2008, our articles of incorporation
require us to begin the process of selling our properties and
distributing the net proceeds from such sales to you.

We cannot assure you that we will attain these objectives or that our capital
will not decrease. We may not change our investment objectives, except upon
approval of stockholders holding a majority of our outstanding shares. (See
"Description of Shares.")

Decisions relating to the purchase or sale of properties will be made
by Wells Capital, as our advisor, subject to approval by our board of directors.
See "Management" for a description of the background and experience of our
directors and executive officers.

Acquisition and Investment Policies

We will seek to invest substantially all of the offering proceeds
available for investment after the payment of fees and expenses in the
acquisition of high grade commercial office and industrial buildings, which are
newly constructed, under construction, or which have been previously constructed
and have operating histories. We are not limited to such investments, however.
We may invest in other real estate investments, including, but not limited to,
warehouse and distribution facilities, shopping centers, business and industrial
parks, manufacturing facilities and other types of real estate properties. We
will primarily attempt to acquire commercial properties that are less than five
years old, the space in which has been leased or preleased to one or more large
corporate tenants who satisfy our standards of creditworthiness. (See "Terms of
Leases and Tenant Creditworthiness.") The trend of Wells Capital and its
affiliates in the most recently sponsored Wells programs, including the Wells
REIT, has been to invest primarily in office buildings located in densely
populated suburban markets. (See "Description of Real Estate Investments" and
"Prior Performance Summary.")

58

We will seek to invest in properties that will satisfy the primary
objective of providing cash dividends to stockholders. However, because a
significant factor in the valuation of income-producing real properties is their
potential for future income, we anticipate that the majority of properties we
acquire will have both the potential for growth in value and providing cash
dividends to stockholders. To the extent feasible, we will strive to invest in a
diversified portfolio of properties in terms of geography, type of property and
industry group of our tenants, that will satisfy our investment objectives of
maximizing cash available for payment of dividends, preserving our capital and
realizing growth in value upon the ultimate sale of our properties.

We anticipate that a minimum of 84% of the proceeds from the sale of
shares will be used to acquire real estate properties and the balance will be
used to pay various fees and expenses. (See "Estimated Use of Proceeds.")

We anticipate purchasing land for the purpose of developing the types
of commercial buildings described above. We will not invest more than 10% of the
net offering proceeds available for investment in properties in unimproved or
non-income producing properties. A property that is expected to produce income
within two years of its acquisition will not be considered a non-income
producing property for purposes of this limitation.

Although we are not limited as to the form our investments may take,
our investments in real estate will generally take the form of holding fee title
or a long-term leasehold estate in the properties we acquire. We will acquire
such interests either directly in Wells OP (See "The Operating Partnership
Agreement") or indirectly by acquiring membership interests in or acquisitions
of property through limited liability companies or through investments in joint
ventures, general partnerships, co-tenancies or other co-ownership arrangements
with developers of properties, affiliates of Wells Capital or other persons.
(See "Joint Venture Investments" below.) We may invest in or make mortgage
loans, junior debt or subordinated mortgage loans or combinations of debt and
equity, subject to the limitations contained in our articles of incorporation.
In addition, we may purchase properties and lease them back to the sellers of
such properties. While we will use our best efforts to structure any such
sale-leaseback transaction such that the lease will be characterized as a "true
lease" so that we will be treated as the owner of the property for federal
income tax purposes, we cannot assure you that the IRS will not challenge such
characterization. In the event that any such sale-leaseback transaction is
recharacterized as a financing transaction for federal income tax purposes,
deductions for depreciation and cost recovery relating to such property would be
disallowed. (See "Federal Income Tax Considerations - Sale-Leaseback
Transactions.")

Although we are not limited as to the geographic area where we may
conduct our operations, we currently intend to invest in properties located in
the United States.

We are not specifically limited in the number or size of properties we
may acquire or on the percentage of net proceeds of this offering which we may
invest in a single property. The number and mix of properties we acquire will
depend upon real estate and market conditions and other circumstances existing
at the time we are acquiring our properties and the amount of proceeds we raise
in this offering.

In making investment decisions for us, Wells Capital will consider
relevant real estate property and financial factors, including the
creditworthiness of major tenants, the location of the property, its suitability
for any development contemplated or in progress, its income-producing capacity,
the prospects for long-range appreciation, its liquidity and income tax
considerations. In this regard, Wells Capital will have substantial discretion
with respect to the selection of specific investments.

59

Our obligation to close the purchase of any investment will generally
be conditioned upon the delivery and verification of certain documents from the
seller or developer, including, where appropriate:

.    plans and specifications;

.    environmental reports;

.    surveys;

.    evidence of marketable title subject to such liens and
encumbrances as are acceptable to Wells Capital;

.    title and liability insurance policies; and

.    audited financial statements covering recent operations of
properties having operating histories unless such statements are
not required to be filed with the Securities and Exchange
Commission.

We will not close the purchase of any property unless and until we
obtain an environmental assessment, a minimum of a Phase I review, for each
property purchased and are generally satisfied with the environmental status of
the property.

We may also enter into arrangements with the seller or developer of a
property whereby the seller or developer agrees that if during a stated period
the property does not generate a specified cash flow, the seller or developer
will pay in cash to the Wells REIT a sum necessary to reach the specified cash
flow level, subject in some cases to negotiated dollar limitations.

In determining whether to purchase a particular property, we may, in
accordance with customary practices, obtain an option on such property. The
amount paid for an option, if any, is normally surrendered if the property is
not purchased and is normally credited against the purchase price if the
property is purchased.

In purchasing, leasing and developing real estate properties, we will
be subject to risks generally incident to the ownership of real estate,
including:

.    changes in general economic or local conditions;

.    changes in supply of or demand for similar or competing
properties in an area;

.    changes in interest rates and availability of permanent mortgage
funds which may render the sale of a property difficult or
unattractive;

.    changes in tax, real estate, environmental and zoning laws;

.    periods of high interest rates and tight money supply which may
make the sale of properties more difficult;

.    tenant turnover; and

.    general overbuilding or excess supply in the market area.

60

Development and Construction of Properties

We may invest substantially all of the proceeds available for
investment in properties on which improvements are to be constructed or
completed although we may not invest in excess of 10% of the offering proceeds
available for investment in properties that are not expected to produce income
within two years from the date of their acquisition. To help ensure performance
by the builders of properties that are under construction, completion of
properties under construction may be guaranteed at the price contracted either
by an adequate completion bond or performance bond. We may rely, however, upon
the substantial net worth of the contractor or developer or a personal guarantee
accompanied by financial statements showing a substantial net worth provided by
an affiliate of the person entering into the construction or development
contract as an alternative to a completion bond or performance bond. Development
of real estate properties is subject to risks relating to a builder's ability to
control construction costs or to build in conformity with plans, specifications
and timetables. (See "Risk Factors -- Real Estate Risks.")

We may directly employ one or more project managers to plan, supervise
and implement the development of any unimproved properties that we may acquire.
In such event, such persons would be compensated directly by the Wells REIT.

Terms of Leases and Tenant Creditworthiness

The terms and conditions of any lease we enter into with our tenants
may vary substantially from those we describe in this prospectus. However, we
expect that a majority of our leases will be what is generally referred to as
"triple net" leases. A "triple net" lease provides that the tenant will be
required to pay or reimburse the Wells REIT for all real estate taxes, sales and
use taxes, special assessments, utilities, insurance and building repairs, and
other building operation and management costs, in addition to making its lease
payments.

Wells Capital has developed specific standards for determining the
creditworthiness of potential tenants of our properties. While authorized to
enter into leases with any type of tenant, we anticipate that a majority of our
tenants will be large corporations or other entities which have a net worth in
excess of $100,000,000 or whose lease obligations are guaranteed by another
corporation or entity with a net worth in excess of $100,000,000. As of
____________, 2002, approximately ___% of the aggregate gross rental income of
the Wells REIT was derived from tenants which are corporations, each of which at
the time of lease execution had a net worth of at least $100,000,000 or whose
lease obligations were guaranteed by another corporation having a net worth of
at least $100,000,000.

In an attempt to limit or avoid speculative purchases, to the extent
possible, Wells Capital will seek to secure, on our behalf, leases with tenants
at or prior to the closing of our acquisitions of properties.

We anticipate that tenant improvements required to be funded by the
landlord in connection with newly acquired properties will be funded from our
offering proceeds. However, at such time as a tenant at one of our properties
does not renew its lease or otherwise vacates its space in one of our buildings,
it is likely that, in order to attract new tenants, we will be required to
expend substantial funds for tenant improvements and tenant refurbishments to
the vacated space. Since we do not anticipate maintaining permanent working
capital reserves, we may not have access to funds required in the future for
tenant improvements and tenant refurbishments in order to attract new tenants to
lease vacated space. (See "Risk Factors - Real Estate Risks.")

61

Joint Venture Investments

We have entered into joint ventures in the past, and are likely to
enter into joint ventures in the future with affiliated entities for the
acquisition, development or improvement of properties for the purpose of
diversifying our portfolio of assets. (See "Description of Real Estate
Investments - Joint Ventures with Affiliates.") In this connection, we will
likely enter into joint ventures with Wells Fund XIII or other Wells programs.
Wells Capital also has the authority to cause us to enter into joint ventures,
general partnerships, co-tenancies and other participations with real estate
developers, owners and others for the purpose of developing, owning and
operating real properties. (See "Conflicts of Interest.") In determining whether
to invest in a particular joint venture, Wells Capital will evaluate the real
property that such joint venture owns or is being formed to own under the same
criteria described elsewhere in this prospectus for the selection of real estate
property investments of the Wells REIT. (See generally "Investment Objectives
and Criteria.")

At such time as Wells Capital believes that a reasonable probability
exists that we will enter into a joint venture with another Wells program for
the acquisition or development of a specific property, this prospectus will be
supplemented to disclose the terms of such proposed investment transaction.
Based upon Wells Capital's experience, in connection with the development of a
property which is currently owned by a Wells program, this would normally occur
upon the signing of legally binding purchase agreement for the acquisition of a
specific property or leases with one or more major tenants for occupancy at a
particular property and the satisfaction of all major contingencies contained in
such purchase agreement, but may occur before or after any such time, depending
upon the particular circumstances surrounding each potential investment. You
should not rely upon such initial disclosure of any proposed transaction as an
assurance that we will ultimately consummate the proposed transaction or that
the information we provide in any supplement to this prospectus concerning any
proposed transaction will not change after the date of the supplement.

We intend to enter into joint ventures with other Wells programs for
the acquisition of properties, but we may only do so provided that:

.    a majority of our directors, including a majority of the
independent directors, approve the transaction as being fair and
reasonable to the Wells REIT;

.    the investment by the Wells REIT and such affiliate are on
substantially the same terms and conditions; and

.    we will have a right of first refusal to buy if such co-venturer
elects to sell its interest in the property held by the joint
venture.

In the event that the co-venturer were to elect to sell property held in any
such joint venture, however, we may not have sufficient funds to exercise our
right of first refusal to buy the other co-venturer's interest in the property
held by the joint venture. In the event that any joint venture with an
affiliated entity holds interests in more than one property, the interest in
each such property may be specially allocated based upon the respective
proportion of funds invested by each co-venturer in each such property. Our
entering into joint ventures with other Wells programs will result in certain
conflicts of interest. (See "Conflicts of Interest - Joint Ventures with
Affiliates of Wells Capital.")

62

Section 1031 Exchange Program

Wells Development Corporation (Wells Development), an affiliate of
Wells Capital, our advisor, formed Wells Exchange - Federal Drive, Colorado
Springs, LLC (Wells Exchange - Federal Drive) for the purpose of offering
interests in single member limited liability companies (LLCs) which will own
co-tenancy interests in two connected office buildings in Colorado Springs,
Colorado currently under a lease agreement with Ford Motor Credit Company. (See
"Description of Real Estate Investments - Ford Motor Credit Complex.") Wells
Development formed Wells Exchange - Federal Drive and intends to form a series
of other single member limited liability companies (each of which is referred to
in this prospectus as Wells Exchange) for the purpose of facilitating the
acquisition of real estate properties to be owned in co-tenancy arrangements
with persons (1031 Participants) who are looking to invest the proceeds from a
sale of real estate held for investment in another real estate investment for
purposes of qualifying for like-kind exchange treatment under Section 1031 of
the Internal Revenue Code. We anticipate that Wells Development will sponsor a
series of private placement offerings of interests in LLCs owning co-tenancy
interests in various properties to 1031 Participants.

Wells Development anticipates that properties acquired in connection
with the Section 1031 Exchange Program will be financed by obtaining a new first
mortgage secured by the property acquired. In order to finance the remainder of
the purchase price for properties to be acquired by Wells Exchange, it is
anticipated that Wells Exchange will obtain a short-term loan from an
institutional lender for each property. Following its acquisition of a property,
Wells Exchange will attempt to sell co-tenancy interests to 1031 Participants,
the proceeds of which will be used to pay off the short-term loan. At the
closing of each property to be acquired by Wells Exchange, Wells OP, our
operating partnership, will enter into a contractual arrangement, providing
that, in the event that Wells Exchange is unable to sell all of the co-tenancy
interests in that particular property to 1031 Participants, Wells OP will
purchase, at Wells Exchange's cost, any co-tenancy interests remaining unsold.
(See "Risk Factors - Section 1031 Exchange Program.") In addition, Wells OP may
enter into one or more additional contractual arrangements obligating it to
purchase co-tenancy interests in a particular property directly from the 1031
Participants. In consideration for such obligations, Wells Exchange will pay
Wells OP a fee (Take Out Fee) in an amount currently anticipated to range
between 1.0% and 1.5% of the amount of the short-term loan being obtained by
Wells Exchange. (See "Risk Factors - Federal Income Tax Risks.")

Our board of directors, including a majority of our independent
directors, will be required to approve each property acquired pursuant to the
Section 1031 Exchange Program in the event that Wells OP has any obligation to
potentially acquire any interest in the property. Accordingly, Wells Exchange
intends to purchase only real estate properties which otherwise meet the
investment objectives of the Wells REIT. Wells OP may execute an agreement
providing for the potential purchase of the unsold co-tenancy interests from
Wells Exchange or directly from the 1031 Participants only after a majority of
our directors, including a majority of our independent directors, not otherwise
interested in the transaction, approve of the transaction as being fair,
competitive and commercially reasonable to Wells OP and at a price to Wells OP
no greater than the cost of the co-tenancy interests to Wells Exchange. If the
price to Wells OP is in excess of such cost, our directors must find substantial
justification for such excess and that such excess is reasonable. In addition, a
fair market value appraisal for each property must be obtained from an
independent expert selected by our independent directors, and in no event may
Wells OP purchase co-tenancy interests at a price that exceeds the current
appraised value for the property interests.

As set forth above, pursuant to the terms of these contractual
arrangements, Wells OP will be obligated to purchase co-tenancy interests in
certain properties offered to 1031 Participants to the extent co-tenancy
interests remain unsold at the end of the offering. All purchasers of co-tenancy
interests,

63

including Wells OP in the event that it is required to purchase co-tenancy
interests, will be required to execute a tenants in common agreement with the
other purchasers of co-tenancy interests in that particular property and a
property management agreement providing for the property management and leasing
of the property by Wells Management and the payment of property management and
leasing fees to Wells Management equal to 4.5% of gross revenues. Accordingly,
in the event that Wells OP is required to purchase co-tenancy interests pursuant
to one or more of these contractual arrangements, we will be subject to various
risks associated with co-tenancy arrangements which are not otherwise present in
real estate investments such as the risk that the interests of the 1031
Participants will become adverse to our interests. (See "Risk Factors - Section
1031 Exchange Program.")

Borrowing Policies

While we strive for diversification, the number of different
properties we can acquire will be affected by the amount of funds available to
us. See "Description of Real Estate Investments - Real Estate Loans" for a
description of our existing loans and the outstanding loan balances.

Our ability to increase our diversification through borrowing could be
adversely impacted by banks and other lending institutions reducing the amount
of funds available for loans secured by real estate. When interest rates on
mortgage loans are high or financing is otherwise unavailable on a timely basis,
we may purchase certain properties for cash with the intention of obtaining a
mortgage loan for a portion of the purchase price at a later time.

There is no limitation on the amount we may invest in any single
improved property or on the amount we can borrow for the purchase of any
property. The NASAA Guidelines only limit our borrowing to 75% of the value of
all properties unless any excess borrowing is approved by a majority of the
independent directors and is disclosed to stockholders in our next quarterly
report. However, under our articles of incorporation, we have a self-imposed
limitation on borrowing which precludes us from borrowing in the aggregate in
excess of 50% of the value of all of our properties. As of _____________, 2002,
we had an aggregate debt leverage ratio of _____% of the value of our
properties.

By operating on a leveraged basis, we will have more funds available
for investment in properties. This will allow us to make more investments than
would otherwise be possible, resulting in a more diversified portfolio. Although
our liability for the repayment of indebtedness is expected to be limited to the
value of the property securing the liability and the rents or profits derived
therefrom, our use of leveraging increases the risk of default on the mortgage
payments and a resulting foreclosure of a particular property. (See "Risk
Factors - Real Estate Risks.") To the extent that we do not obtain mortgage
loans on our properties, our ability to acquire additional properties will be
restricted. Wells Capital will use its best efforts to obtain financing on our
behalf on the most favorable terms available. Lenders may have recourse to
assets not securing the repayment of the indebtedness.

Wells Capital will refinance properties during the term of a loan only
in limited circumstances, such as when a decline in interest rates makes it
beneficial to prepay an existing mortgage, when an existing mortgage matures or
if an attractive investment becomes available and the proceeds from the
refinancing can be used to purchase such investment. The benefits of the
refinancing may include an increased cash flow resulting from reduced debt
service requirements, an increase in dividend distributions from proceeds of the
refinancing, if any, and/or an increase in property ownership if some
refinancing proceeds are reinvested in real estate.

We may not borrow money from any of our directors or from Wells
Capital and its affiliates for the purpose of acquiring real properties. Any
loans by such parties for other purposes must be approved by a majority of our
directors, including a majority of the independent directors, not otherwise
interested

64

in the transaction, as fair, competitive and commercially reasonable and no less
favorable to the Wells REIT than comparable loans between unaffiliated parties.

Disposition Policies

We intend to hold each property we acquire for an extended period.
However, circumstances might arise which could result in the early sale of some
properties. We may sell a property before the end of the expected holding period
if, among other reasons:

.    the tenant has involuntarily liquidated;

.    in the judgment of Wells Capital, the value of a property might
decline substantially;

.    an opportunity has arisen to improve other properties;

.    we can increase cash flow through the disposition of the
property;

.    the tenant is in default under the lease; or

.    in our judgment, the sale of the property is in our best
interests.

The determination of whether a particular property should be sold or
otherwise disposed of will be made after consideration of relevant factors,
including prevailing economic conditions, with a view to achieving maximum
capital appreciation. We cannot assure you that this objective will be realized.
The selling price of a property that is net leased will be determined in large
part by the amount of rent payable under the lease. If a tenant has a repurchase
option at a formula price, we may be limited in realizing any appreciation. In
connection with our sales of properties we may lend the purchaser all or a
portion of the purchase price. In these instances, our taxable income may exceed
the cash received in the sale. (See "Federal Income Considerations - Failure to
Qualify as a REIT.") The terms of payment will be affected by custom in the area
in which the property being sold is located and the then-prevailing economic
conditions.

If our shares are not listed for trading on a national securities
exchange or included for quotation on Nasdaq by January 30, 2008, our articles
of incorporation require us to begin the process of selling our properties and
distributing the net sale proceeds to you in liquidation of the Wells REIT. In
making the decision to apply for listing of our shares, our directors will try
to determine whether listing our shares or liquidating our assets will result in
greater value for the stockholders. We cannot determine at this time the
circumstances, if any, under which our directors will agree to list our shares.
Even if our shares are not listed or included for quotation, we are under no
obligation to actually sell our portfolio within this time period since the
precise timing will depend on real estate and financial markets, economic
conditions of the areas in which the properties are located and federal income
tax effects on stockholders which may prevail in the future. Furthermore, we
cannot assure you that we will be able to liquidate our assets, and it should be
noted that we will continue in existence until all properties are sold and our
other assets are liquidated. In addition, we may consider other business
strategies such as reorganizations or mergers with other entities if our board
of directors determines such strategies would be in the best interest of our
stockholders.

65

Investment Limitations

Our articles of incorporation place numerous limitations on us with
respect to the manner in which we may invest our funds in accordance with
various NASAA Guideline provisions. These limitations cannot be changed unless
our articles of incorporation are amended, which requires approval of the
stockholders. Unless our articles are amended, we will not:

.    borrow in excess of 50% of the aggregate value of all properties
owned by us, provided that we may borrow in excess of 50% of the
value of an individual property;

.    make or invest in mortgage loans, including construction loans,
on any one property if the aggregate amount of all mortgage loans
on such property would exceed an amount equal to 85% of the
appraised value of such property as determined by appraisal
unless substantial justification exists because of the presence
of other underwriting criteria;

.    invest in commodities or commodity futures contracts, except for
futures contracts when used solely for the purpose of hedging in
connection with our ordinary business of investing in real estate
assets and mortgages;

.    invest in real estate contracts of sale, otherwise known as land
sale contracts, unless the contract is in recordable form and is
appropriately recorded in the chain of title;

.    make or invest in mortgage loans unless an appraisal is obtained
concerning the underlying property except for those mortgage
loans insured or guaranteed by a government or government agency.
Mortgage debt on any property shall not exceed such property's
appraised value. In cases where our board of directors
determines, and in all cases in which the transaction is with any
of our directors or Wells Capital and its affiliates, such
appraisal shall be obtained from an independent appraiser. We
will maintain such appraisal in our records for at least five
years and it will be available for your inspection and
duplication. We will also obtain a mortgagee's or owner's title
insurance policy as to the priority of the mortgage;

.    make or invest in mortgage loans that are subordinate to any
mortgage or equity interest of any of our directors, Wells
Capital or its affiliates;

.    invest in junior debt secured by a mortgage on real property
which is subordinate to the lien or other senior debt except
where the amount of such junior debt plus any senior debt exceeds
90% of the appraised value of such property, if after giving
effect thereto, the value of all such mortgage loans of the Wells
REIT would not then exceed 25% of our net assets, which shall
mean our total assets less our total liabilities;

.    engage in any short sale or borrow on an unsecured basis, if the
borrowing will result in asset coverage of less than 300%. "Asset
coverage," for the purpose of this clause, means the ratio which
the value of our total assets, less all liabilities and
indebtedness for unsecured borrowings, bears to the aggregate
amount of all of our unsecured borrowings;

.    make investments in unimproved property or indebtedness secured
by a deed of trust or mortgage loans on unimproved property in
excess of 10% of our total assets;

.    issue equity securities on a deferred payment basis or other
similar arrangement;

66

.    issue debt securities in the absence of adequate cash flow to
cover debt service;

.    issue equity securities which are non-voting or assessable;

.    issue "redeemable securities," as defined in Section 2(a)(32) of
the Investment Company Act of 1940, except pursuant to our share
redemption program;

.    grant warrants or options to purchase shares to officers or
affiliated directors or to Wells Capital or its affiliates except
on the same terms as the options or warrants are sold to the
general public and the amount of the options or warrants does not
exceed an amount equal to 10% of the outstanding shares on the
date of grant of the warrants and options;

.    engage in trading, as compared with investment activities, or
engage in the business of underwriting or the agency distribution
of securities issued by other persons;

.    invest more than 5% of the value of our assets in the securities
of any one issuer if the investment would cause us to fail to
qualify as a REIT;

.    invest in securities representing more than 10% of the
outstanding voting securities of any one issuer if the investment
would cause us to fail to qualify as a REIT; or

.    lend money to our directors or to Wells Capital or its
affiliates.

Wells Capital will continually review our investment activity to
attempt to ensure that we do not come within the application of the Investment
Company Act of 1940. Among other things, Wells Capital will attempt to monitor
the proportion of our portfolio that is placed in various investments so that we
do not come within the definition of an "investment company" under the Act. If
at any time the character of our investments could cause us to be deemed an
investment company for purposes of the Investment Company Act of 1940, we will
take the necessary action to attempt to ensure that we are not deemed to be an
"investment company."

Change in Investment Objectives and Limitations

Our articles of incorporation require that the independent directors
review our investment policies at least annually to determine that the policies
we are following are in the best interest of the stockholders. Each
determination and the basis therefore is required to be set forth in our
minutes. The methods of implementing our investment policies also may vary as
new investment techniques are developed. The methods of implementing our
investment objectives and policies, except as otherwise provided in the
organizational documents, may be altered by a majority of our directors,
including a majority of the independent directors, without the approval of the
stockholders.

Description of Real Estate Investments

General

As of _________, 2002, we had purchased interests in ___ real estate
properties located in ____ states, all of which are leased to tenants on a
triple-net basis. The cost of each of the properties will be depreciated for tax
purposes over a 40-year period on a straight-line basis. We believe all of the
properties are adequately covered by insurance and are suitable for their
intended purposes. The following table provides certain additional information
about these properties.

67

---------------------------------------------------------------------------------------------------------------------
Property                                        Property        %        Purchase     Square        Annual
Name                    Tenant                Location      Owned       Price        Feet          Rent
---------------------------------------------------------------------------------------------------------------------

Transocean Houston    Transocean Deepwater         Houston, TX       100%    $22,350,000     103,260  $1,288,564
Offshore Drilling, Inc.                                                 51,780  $  795,859
Newpark Drilling Fluids,
Inc.
---------------------------------------------------------------------------------------------------------------------
Arthur Andersen       Arthur Andersen LLP          Sarasota, FL      100%    $21,400,000     157,700  $1,988,454
---------------------------------------------------------------------------------------------------------------------
Windy Point I         TCI Great Lakes, Inc.        Schaumburg, IL    100%    $89,275,000     129,157  $2,067,204
The Apollo Group, Inc.                                 (1)              28,322  $  477,226
Global Knowledge Network                                                22,028  $  382,307
Various other tenants                                                    8,884  $  160,000
---------------------------------------------------------------------------------------------------------------------
Windy Point II        Zurich American Insurance    Schaumburg, IL    100%    (see above)     300,034  $5,091,577
(1)
---------------------------------------------------------------------------------------------------------------------
Convergys             Convergys Customer           Tamarac, FL       100%    $13,255,000     100,000  $1,248,192
Management Group, Inc.
---------------------------------------------------------------------------------------------------------------------
ADIC                  Advanced Digital             Parker, CO       68.2%    $12,954,213     148,204  $1,222,683
Information Corporation
---------------------------------------------------------------------------------------------------------------------
Lucent                Lucent Technologies, Inc.    Cary, NC          100%    $17,650,000     120,000  $1,800,000
---------------------------------------------------------------------------------------------------------------------
Ingram Micro          Ingram Micro, L.P.           Millington, TN    100%    $21,050,000     701,819  $2,035,275
---------------------------------------------------------------------------------------------------------------------
Nissan (2)            Nissan Motor Acceptance      Irving, TX        100%    $ 5,545,700     268,290  $4,225,860 (3)
Corporation
---------------------------------------------------------------------------------------------------------------------
IKON                  IKON Office Solutions, Inc.  Houston, TX       100%    $20,650,000     157,790  $2,015,767
---------------------------------------------------------------------------------------------------------------------
State Street          SSB Realty, LLC              Quincy, MA        100%    $49,563,000     234,668  $6,922,706
---------------------------------------------------------------------------------------------------------------------
AmeriCredit           AmeriCredit Financial        Orange Park,     68.2%    $12,500,000      85,000  $1,303,050
Services Corporation         FL
---------------------------------------------------------------------------------------------------------------------
Comdata               Comdata Network, Inc.        Brentwood, TN    55.0%    $24,950,000     201,237  $2,398,672
---------------------------------------------------------------------------------------------------------------------
AT&T Oklahoma         AT&T Corp.                   Oklahoma         55.0%    $15,300,000     103,500  $1,242,000
Jordan Associates, Inc.      City, OK                                   25,000  $  294,500
---------------------------------------------------------------------------------------------------------------------
Metris Minnesota      Metris Direct, Inc.          Minnetonka, MN    100%    $52,800,000     300,633  $4,960,445
---------------------------------------------------------------------------------------------------------------------
Stone & Webster       Stone & Webster, Inc.        Houston, TX       100%    $44,970,000     206,048  $4,533,056
SYSCO Corporation                                                      106,516  $2,130,320
---------------------------------------------------------------------------------------------------------------------
Motorola              Motorola, Inc.               S.                100%    $33,648,156     236,710  $3,324,428
Plainfield                                         Plainfield, NJ
---------------------------------------------------------------------------------------------------------------------
Quest                 Quest Software, Inc.         Irvine, CA       15.8%    $ 7,193,000      65,006  $1,287,119
---------------------------------------------------------------------------------------------------------------------
Delphi                Delphi Automotive Systems,   Troy, MI          100%    $19,800,000     107,193  $1,901,952
LLC
---------------------------------------------------------------------------------------------------------------------
Avnet                 Avnet, Inc.                  Tempe, AZ         100%    $13,250,000     132,070  $1,516,164
---------------------------------------------------------------------------------------------------------------------
Siemens               Siemens Automotive Corp.     Troy, MI         56.8%    $14,265,000      77,054  $1,374,643
---------------------------------------------------------------------------------------------------------------------
Motorola Tempe        Motorola, Inc.               Tempe, AZ         100%    $16,000,000     133,225  $1,843,834
---------------------------------------------------------------------------------------------------------------------
ASML                  ASM Lithography, Inc.        Tempe, AZ         100%    $17,355,000      95,133  $1,927,788
---------------------------------------------------------------------------------------------------------------------
Dial                  Dial Corporation             Scottsdale, AZ    100%    $14,250,000     129,689  $1,387,672
---------------------------------------------------------------------------------------------------------------------
Metris Tulsa          Metris Direct, Inc.          Tulsa, OK         100%    $12,700,000     101,100  $1,187,925
---------------------------------------------------------------------------------------------------------------------
Cinemark              Cinemark USA, Inc.           Plano, TX         100%    $21,800,000      65,521  $1,366,491
The Coca Cola Co.                                                       52,587  $1,354,184
---------------------------------------------------------------------------------------------------------------------
Gartner               The Gartner Group, Inc.      Ft. Myers, FL    56.8%    $ 8,320,000      62,400  $  830,656
---------------------------------------------------------------------------------------------------------------------
Marconi               Marconi Data Systems, Inc.   Wood Dale, IL     100%    $32,630,940     250,354  $3,376,746
---------------------------------------------------------------------------------------------------------------------
Johnson Matthey       Johnson Matthey, Inc.        Wayne, PA        56.8%    $ 8,000,000     130,000  $  828,750
---------------------------------------------------------------------------------------------------------------------
Alstom Power          Alstom Power, Inc.           Midlothian, VA    100%    $11,400,000      99,057  $1,213,324
Richmond (2)
---------------------------------------------------------------------------------------------------------------------
Sprint                Sprint Communications        Leawood, KS      56.8%    $ 9,500,000      68,900  $  999,048
Company, L.P.
---------------------------------------------------------------------------------------------------------------------
EYBL CarTex           EYBL CarTex, Inc.            Fountain Inn,    56.8%    $ 5,085,000     169,510  $  550,908
SC
---------------------------------------------------------------------------------------------------------------------
Matsushita (2)        Matsushita Avionics          Lake Forest,      100%    $18,431,206     144,906  $2,005,464
Systems Corporation          CA
---------------------------------------------------------------------------------------------------------------------
AT&T Pennsylvania     Pennsylvania Cellular        Harrisburg, PA    100%    $12,291,200      81,859  $1,442,116
Telephone Corp.
---------------------------------------------------------------------------------------------------------------------
PwC                   PricewaterhouseCoopers, LLP  Tampa, FL         100%    $21,127,854     130,091  $2,093,382
---------------------------------------------------------------------------------------------------------------------
Fairchild             Fairchild Technologies       Fremont, CA      77.5%    $ 8,900,000      50,756  $  849,744
U.S.A., Inc.
---------------------------------------------------------------------------------------------------------------------
Cort Furniture        Cort Furniture Rental        Fountain         44.0%    $ 6,400,000      52,000  $  834,888
Corporation                  Valley, CA
---------------------------------------------------------------------------------------------------------------------
Iomega                Iomega Corporation           Ogden, UT         3.7%    $ 5,025,000     108,250  $  659,868
---------------------------------------------------------------------------------------------------------------------
Interlocken           ODS Technologies, L.P. and   Broomfield, CO    3.7%    $ 8,275,000      51,975  $  845,810
GAIAM, Inc.
---------------------------------------------------------------------------------------------------------------------
Ohmeda                Ohmeda, Inc.                 Louisville, CO    3.7%    $10,325,000     106,750  $1,004,520
---------------------------------------------------------------------------------------------------------------------
Alstom Power          Alstom Power, Inc.           Knoxville, TN     3.7%    $ 7,900,000      84,404  $1,106,520
Knoxville
---------------------------------------------------------------------------------------------------------------------

68

---------------------------------------------------------------------------------------------------------------------
Property                                        Property        %        Purchase     Square        Annual
Name                    Tenant                Location      Owned       Price        Feet          Rent
---------------------------------------------------------------------------------------------------------------------
Avaya                 Avaya, Inc.                  Oklahoma          3.7%    $  5,504,276     57,186  $   536,977
City, OK
---------------------------------------------------------------------------------------------------------------------

TOTALS                                                                       $773,589,545  6,403,556  $82,008,778(3)
---------------------------------------------------------------------------------------------------------------------

(1) Windy Point I and Windy Point II were purchased for an aggregate purchase
price of $89,275,000.
(2) Includes the actual costs incurred or estimated to be incurred by Wells OP
to develop and construct the building in addition to the purchase price of the
land.
(3) Total annual rent does not include $4,225,860 annual rent for Nissan
Property, which does not take effect until construction of the building is
completed and the tenant is occupying the building.

As of ____________, 2002, no tenant leasing our properties accounted for
more than 10% of our aggregate annual rental income. As of _______, 2002, our
most substantial tenants, based on annual rental income, were SSB Realty, LLC
(approximately ___%), Metris Direct, Inc. (approximately ___%), Motorola, Inc.
(approximately ____%) and Zurich American Insurance Company, Inc. (approximately
___%).

Geographic Diversification Table

The following table shows a list of our real estate investments as of March
25, 2002, grouped by the state where each of our investments are located.

---------------------------------------------------------------------------------------------------------------------
No. of          Aggregate                    Aggregate               Aggregate Annual
State         Properties   Purchase Price        %        Square Feet        %           Rent            %
---------------------------------------------------------------------------------------------------------------------

Arizona                 4       $    60,855,000       7.9           490,117       7.7    $       6,675,458    8.1
---------------------------------------------------------------------------------------------------------------------
California              4       $    40,924,206       5.2           312,668       4.9    $       4,977,215    6.1
---------------------------------------------------------------------------------------------------------------------
Colorado                3       $    31,554,213       4.1           306,929       4.8    $       3,073,013    3.8
---------------------------------------------------------------------------------------------------------------------
Florida                 5       $    76,602,854       9.9           535,191       8.4    $       7,463,734    9.1
---------------------------------------------------------------------------------------------------------------------
Illinois                2       $   121,905,940      15.8           738,779      11.5    $      11,555,060    14.1
---------------------------------------------------------------------------------------------------------------------
Kansas                  1       $     9,500,000       1.2            68,900       1.1    $         999,048    1.2
---------------------------------------------------------------------------------------------------------------------
Massachusetts           1       $    49,563,000       6.4           234,668       3.7    $       6,922,706    8.4
---------------------------------------------------------------------------------------------------------------------
Michigan                2       $    34,065,000       4.4           184,247       2.9    $       3,276,595    4.0
---------------------------------------------------------------------------------------------------------------------
Minnesota               1       $    52,800,000       6.8           300,633       4.7    $       4,960,445    6.1
---------------------------------------------------------------------------------------------------------------------
New Jersey              1       $    33,648,156       4.4           236,710       3.7    $       3,324,428    4.1
---------------------------------------------------------------------------------------------------------------------
North Carolina          1       $    17,650,000       2.3           120,000       1.9    $       1,800,000    2.2
---------------------------------------------------------------------------------------------------------------------
Oklahoma                3       $    33,504,276       4.3           286,786       4.5    $       3,261,402    4.0
---------------------------------------------------------------------------------------------------------------------
Pennsylvania            2       $    20,291,200       2.6           211,859       3.3    $       2,270,866    2.8
---------------------------------------------------------------------------------------------------------------------
South Carolina          1       $     5,085,000       0.7           169,510       2.7    $         550,908    0.7
---------------------------------------------------------------------------------------------------------------------
Tennessee               3       $    53,900,000       7.0           987,460      15.4    $       5,540,467    6.8
---------------------------------------------------------------------------------------------------------------------
Texas                   5       $   115,315,700      14.9         1,011,792      15.8    $      13,484,241*  16.4
---------------------------------------------------------------------------------------------------------------------
Utah                    1       $     5,025,000       0.7           108,250       1.7    $         659,868    0.8
---------------------------------------------------------------------------------------------------------------------
Virginia                1       $    11,400,000       1.5            99,057       1.6    $       1,213,324    1.5
---------------------------------------------------------------------------------------------------------------------
Total                  41       $   773,589,545     100.0         6,403,556     100.0    $      82,008,778  100.0
---------------------------------------------------------------------------------------------------------------------

_____________________
* - Does not include $4,225,860 annual rent from the uncompleted Nissan
Project, located in Irving, Texas.

69

Lease Expiration Table

The following table shows lease expirations during each of the next ten
years for all leases as of December 31, 2001, assuming no exercise of renewal
options or termination rights:

Partnership        Percentage       Percentage
Share of          Of Total         Of Total
Year of        Number        Square         Annualized          Annualized          Square         Annualized
Lease         Leases         Feet          Gross Base          Gross Base           Feet          Gross Base
Expiration      Expiring      Expiring         Rent (1)            Rent (1)          Expiring           Rent
--------------  ------------  ------------    ---------------   ---------------      ------------     ------------

2002              5             33,610     $     563,072     $       20,898            0.6%            0.7%
2003              2             69,146         1,123,570            375,310            1.3             1.5
2004              2            123,430         2,235,143            937,964            2.2             2.9
2005              6            248,859         3,172,944          2,156,713            4.5             4.1
2006              2            197,493         3,522,375          3,522,375            4.0             4.6
2007              5            489,554         6,449,078          4,470,526            8.9             8.4
2008              8            762,251         9,584,884          8,271,448           13.4            12.5
2009              4            331,250         4,006,172          3,486,255            5.5             5.2
2010              8          1,036,300        16,415,964         15,152,732           18.8            21.4
2011              9          2,240,712        29,802,675         28,912,536           40.7            38.8
------------  ------------    ---------------   ---------------      ------------     ------------
51          5,502,810     $  76,875,877     $   67,306,758          100.0%          100.0%
============  ============    ===============   ===============      ============     ============

(1)  Average monthly gross rent over the life of the lease, annualized.

Joint Ventures with Affiliates

Wells OP owns some of its properties through its ownership interests in
the seven joint ventures listed below. The Company does not have control over
the operations of the joint ventures; however, it does exercise significant
influence. Accordingly, investment in joint ventures are recorded for accounting
purposes using the equity method.

---------------------------------------------------------------------------------------------------------------------------
Joint Venture               Joint Venture Partners                 Properties Held by Joint Venture
-------------               ----------------------                 --------------------------------
---------------------------------------------------------------------------------------------------------------------------

Fund XIII-REIT Joint Venture   Wells Operating Partnership, L.P.  A two-story office building in Orange Park, FL
Wells Real Estate Fund XIII, L.P.      (AmeriCredit Building)
Two connected one-story office and light assembly
buildings in Parker, CO (ADIC Buildings)
---------------------------------------------------------------------------------------------------------------------------
Fund XII-REIT Joint Venture    Wells Operating Partnership, L.P.  A three-story office building in Troy, MI (Siemens
Wells Real Estate Fund XII, L.P.        Building)
A one-story and a two-story office building in
Oklahoma City, OK (AT&T Oklahoma
Buildings)
A three-story office building in Brentwood, TN
(Comdata Building)
---------------------------------------------------------------------------------------------------------------------------
Fund XI-XII-REIT Joint         Wells Operating Partnership, L.P.  A two-story manufacturing and office building in
Venture                        Wells Real Estate Fund XI, L.P.         Fountain Inn, SC (EYBL CarTex Building)
Wells Real Estate Fund XII, L.P.   A three-story office building in Leawood, KS (Sprint
Building)
A one-story office and warehouse building in Wayne,
PA (Johnson Matthey Building)
A two-story office building in Fort Myers, FL (Gartner
Building)
---------------------------------------------------------------------------------------------------------------------------
Fund IX-X-XI-REIT Joint        Wells Operating Partnership, L.P.  A three-story office building in Knoxville, TN (Alstom
Wells Real Estate Fund IX, L.P.         Power Knoxville Building)
Wells Real Estate Fund X, L.P.     A two-story office building in Louisville, CO (Onmeda
Wells Real Estate Fund XI, L.P.         Building)
A three-story office building in Broomfield, CO
(Interlocken Building)
A one-story office building in Oklahoma City, OK
(Avaya Building)
A one-story office and warehouse building in
Ogden, UT (Iomega Building)
---------------------------------------------------------------------------------------------------------------------------

70

------------------------------ ---------------------------------- ----------------------------------------------------
Wells/Freemont Associates      Wells Operating Partnership, L.P.  A two-story office and manufacturing building in
Joint Venture (Freemont        Fund X-XI Joint Venture                 Freemont, CA (Fairchild Building)
Joint Venture)
------------------------------ ---------------------------------- ----------------------------------------------------
Wells/Orange County            Wells Operating Partnership, L.P.  A one-story warehouse and office building in
Associates Joint Venture       Fund X-XI Joint Venture                 Fountain Valley, CA (Cort Building)
(Orange County Joint Venture)
------------------------------ ---------------------------------- ----------------------------------------------------
Fund VIII-IX-REIT Joint        Wells Operating Partnership, L.P.  A two-story office building in Orange County, CA
Venture                        Fund VIII-IX Joint Venture              (Quest Building)
------------------------------ ---------------------------------- ----------------------------------------------------

The Wells Fund XIII - REIT Joint Venture

Wells OP and Wells Fund XIII entered into a joint venture partnership
known as the Wells Fund XIII-REIT Joint Venture Partnership (XIII-REIT Joint
Venture). The investment objectives of Wells Fund XIII are substantially
identical to our investment objectives. As of December 31, 2001, the joint
venture partners of the XIII-REIT Joint Venture had made the following
contributions and held the following equity percentage interests:

------------------------ ----------------------- -------------------
Joint Venture Partner    Capital Contribution    Equity Interest
------------------------ ----------------------- -------------------
Wells OP                      $17,359,875                68.2%
------------------------ ----------------------- -------------------
Wells Fund XIII               $ 8,491,069                31.8%
------------------------ ----------------------- -------------------

The Wells Fund XII-REIT Joint Venture

Wells OP and Wells Fund XII entered into a joint venture partnership
known as the Wells Fund XII-REIT Joint Venture Partnership (XII-REIT Joint
Venture). The investment objectives of Wells Fund XII are substantially
identical to our investment objectives. As of December 31, 2001, the joint
venture partners of the XII-REIT Joint Venture had made the following
contributions and held the following equity percentage interests:

---------------------- ----------------------- ---------------------
Joint Venture Partner   Capital Contribution      Equity Interest
---------------------- ----------------------- ---------------------
Wells OP                     $29,950,668               55.0%
---------------------- ----------------------- ---------------------
Wells Fund XII               $24,613,401               45.0%
---------------------- ----------------------- ---------------------

The Wells Fund XI-Fund XII-REIT Joint Venture

Wells OP entered into a joint venture partnership with Wells Fund XI
and Wells Fund XII known as The Wells Fund XI-Fund XII-REIT Joint Venture
(XI-XII-REIT Joint Venture). The XI-XII-REIT Joint Venture was originally formed
on May 1, 1999 between Wells OP and Wells Fund XI. On June 21, 1999, Wells Fund
XII was admitted to the XI-XII-REIT Joint Venture as a joint venture partner.
The investment objectives of Wells Fund XI and Wells Fund XII are substantially
identical to our investment objectives. As of December 31, 2001, the joint
venture partners of the XI-XII-REIT Joint Venture had made the following
contributions and held the following equity percentage interests:

---------------------- ------------------------- -------------------
Joint Venture Partner    Capital Contribution       Equity Interest
---------------------- ------------------------- -------------------
Wells OP                     $17,641,211                  56.8%
---------------------- ------------------------- -------------------
Wells Fund XI                $ 8,131,351                  26.1%
---------------------- ------------------------- -------------------
Wells Fund XII               $ 5,300,000                  17.1%
---------------------- ------------------------- -------------------

71

The Fund IX, Fund X, Fund XI and REIT Joint Venture

Wells OP entered into a joint venture partnership with Wells Fund IX,
Wells Fund X and Wells Fund XI, known as The Fund IX, Fund X, Fund XI and REIT
Joint Venture (IX-X-XI-REIT Joint Venture). The IX-X-XI-REIT Joint Venture was
originally formed on March 20, 1997 between Wells Fund IX and Wells Fund X. On
June 11, 1998, Wells OP and Wells Fund XI were admitted as joint venture
partners to the IX-X-XI-REIT Joint Venture. The investment objectives of Wells
Fund IX, Wells Fund X and Wells Fund XI are substantially identical to our
investment objectives. As of December 31, 2001, the joint venture partners of
the IX-X-XI-REIT Joint Venture had made the following contributions and held the
following equity percentage interests:

---------------------- ------------------------ --------------------
Joint Venture Partner    Capital Contribution     Equity Interest
---------------------- ------------------------ --------------------
Wells OP                     $ 1,421,466                  3.7%
---------------------- ------------------------ --------------------
Wells Fund IX                $14,982,435                 39.1%
---------------------- ------------------------ --------------------
Wells Fund X                 $18,501,185                 48.3%
---------------------- ------------------------ --------------------
Wells Fund XI                $ 3,357,436                  8.9%
---------------------- ------------------------ --------------------

The Fremont Joint Venture

Wells OP entered into a joint venture partnership known as
Wells/Fremont Associates (Fremont Joint Venture) with Fund X and Fund XI
Associates (X-XI Joint Venture), a joint venture between Wells Fund X and Wells
Fund XI. The purpose of the Fremont Joint Venture is the acquisition, ownership,
leasing, operation, sale and management of the Fairchild Building. As of
December 31, 2001, the joint venture partners of the Fremont Joint Venture had
made the following contributions and held the following equity percentage
interests:

---------------------- ------------------------- -------------------
Joint Venture Partner    Capital Contribution    Equity Interest
---------------------- ------------------------- -------------------
Wells OP                         $6,983,111              78.0%
---------------------- ------------------------- -------------------
X-XI Joint Venture               $2,000,000              22.0%
---------------------- ------------------------- -------------------

The Cort Joint Venture

Wells OP entered into a joint venture partnership with the X-XI Joint
Venture known as Wells/Orange County Associates (Cort Joint Venture) for the
purpose of the acquisition, ownership, leasing, operation, sale and management
of the Cort Furniture Building. As of December 31, 2001, the joint venture
partners of the Cort Joint Venture had made the following contributions and held
the following equity percentage interests:

---------------------- ------------------------- --------------------
Joint Venture Partner   Capital Contribution      Equity Interest
---------------------- ------------------------- --------------------
Wells OP                      $2,871,430               44.0%
---------------------- ------------------------- --------------------
X-XI Joint Venture            $3,695,000               56.0%
---------------------- ------------------------- --------------------

The Wells Fund VIII-Fund IX-REIT Joint Venture

Wells OP entered into a joint venture partnership with the Fund VIII-IX
Joint Venture known as the Wells Fund VIII-Fund IX-REIT Joint Venture
(VIII-IX-REIT Joint Venture) for the purpose of the ownership, leasing,
operation, sale and management of the Quest Building. The investment objectives
of Wells Fund VIII and Wells Fund IX are substantially identical to our
investment objectives. As of December 31, 2001, the joint venture partners of
the VIII-IX-REIT Joint Venture had made the following contributions and held the
following equity percentage interests:

72

------------------------ ------------------------ ------------------
Joint Venture Partner     Capital Contribution     Equity Interest
------------------------ ------------------------ ------------------
Wells OP                          $1,282,111              15.8%
------------------------ ------------------------ ------------------
Wells Fund VIII                   $3,608,109              46.2%
------------------------ ------------------------ ------------------
Wells Fund IX                     $3,620,316              38.1%
------------------------ ------------------------ ------------------

General Provisions of Joint Venture Agreements

Wells OP is acting as the initial Administrative Venturer of each of
the joint ventures described above and, as such, is responsible for establishing
policies and operating procedures with respect to the business and affairs of
each of these joint ventures. However, approval of the other joint venture
partners will be required for any major decision or any action that materially
affects these joint ventures or their real property investments.

The XIII-REIT Joint Venture Agreement, the XII-REIT Joint Venture
Agreement, the XI-XII-REIT Joint Venture Agreement and the IX-X-XI-REIT Joint
Venture Agreement each allow any joint venture partner to make a buy/sell
election upon receipt by any other joint venture partner of a bona fide
third-party offer to purchase all or substantially all of the properties or the
last remaining property of the respective joint venture. Upon receipt of notice
of such third-party offer, each joint venture partner must elect within 30 days
after receipt of the notice to either (1) purchase the entire interest of each
venture partner that wishes to accept the offer on the same terms and conditions
as the third-party offer to purchase, or (2) consent to the sale of the
properties or last remaining property pursuant to such third-party offer.

Description of Properties

Transocean Houston Building

Wells OP purchased the Transocean Houston Building on March 15, 2002
for a purchase price of $22,350,000. The Transocean Houston Building, which was
built in 1999, is a six-story office building containing 155,040 rentable square
feet located in Houston, Texas.

Transocean Deepwater Offshore Drilling, Inc. (Transocean) leases
103,260 rentable square feet (67%) of the Transocean Houston Building.
Transocean is an offshore drilling company specializing in technically demanding
segments of the offshore drilling industry. The Transocean lease is guaranteed
by Transocean Sedco Forex, Inc., one of the world's largest offshore drilling
companies whose shares are traded on the NASDAQ. Transocean Sedco Forex, Inc.
reported a net worth, as of September 30, 2001, of approximately $10.86 billion.

The Transocean lease commenced in December 2001 and expires in March
2011. Transocean, at its option, has the right to extend the initial term of its
lease for either (1) two additional five-year periods, or (2) one additional
ten-year period, at the then-current market rental rate. In addition, Transocean
has an expansion option and a right of first refusal for up to an additional
51,780 rentable square feet. The current annual base rent payable under the
Transocean lease is $1,288,564.

Newpark Drilling Fluids, Inc. (Newpark) leases the remaining 51,780
rentable square feet (33%) of the Transocean Houston Building. Newpark is a full
service drilling fluids processing, management and waste disposal company. The
Newpark lease is guaranteed by Newpark Resourses, Inc., provides drilling fluids
services to the oil and gas industry, primarily in North America. Newpark
Resources, Inc. reported a net worth, as of December 31, 2001, of approximately
$294 million.

73

The Newpark lease commenced in August 1999 and expires in August 2009.
The current annual base rent payable for the Newpark lease is $795,859.

The average effective annual rental per square foot at the Transocean
Houston Building is $20.82 for 2002, our first year of ownership.

Arthur Andersen Building

Wells OP purchased the Arthur Andersen Building on January 11, 2002 for
a purchase price of $21,400,000. The Arthur Andersen Building, which was built
in 1999, is a three-story office building containing 157,700 rentable square
feet located in Sarasota, Florida.

The Arthur Andersen Building is leased to Arthur Andersen LLP
(Andersen). Andersen, with its corporate headquarters in Chicago, Illinois, is a
global professional services organization.

The Andersen lease commenced in November 1998 and expires in October
2009. Andersen has the right to extend the initial 10-year term of this lease
for two additional five-year periods at 90% of the then-current market rental
rate. The current annual base rent payable under the Andersen lease is
$1,988,454. The average effective annual rental per square foot at the Arthur
Andersen Building is $12.72 for 2002, our first year of ownership.

Andersen has the option to purchase the Arthur Andersen Building for a
purchase price of $23,250,000 prior to the end of the fifth lease year. In
addition, Andersen has the option to purchase the Arthur Andersen Building for a
purchase price of $25,148,000 after the fifth lease year and prior to the
expiration of the current lease term.

Windy Point Buildings

Wells OP purchased the Windy Point Buildings on December 31, 2001 for a
purchase price of $89,275,000. The Windy Point Buildings, which were built in
1999 and 2001, respectively, consist of a seven-story office building containing
188,391 rentable square feet (Windy Point I) and an eleven-story office building
containing 300,034 rentable square feet (Windy Point II) located in Schaumburg,
Illinois.

The Windy Point Buildings are subject to a 20-year annexation agreement
originally executed on December 12, 1995 with the Village of Schaumburg,
Illinois (Annexation Agreement). The Annexation Agreement covers a 235-acre
tract of land that includes a portion of the site of the Windy Point Buildings'
parking facilities relating to the potential construction of a new eastbound
on-ramp interchange for I-90. Wells OP issued a $382,556 letter of credit
pursuant to the request of the Village of Schaumburg, Illinois, representing the
estimated costs of demolition and restoration of constructed parking and
landscaped areas and protecting pipelines in connection with the potential
construction. The obligation to maintain the letter of credit will continue
until the costs of demolition and restoration are paid if the project proceeds
or until the Annexation Agreement expires in December 2015. If Wells OP is
unable to restore the parking spaces due to structural issues related to the
utilities underground, Wells OP would then be required to construct a new
parking garage on the site to accommodate the parking needs of its tenants. The
cost for this construction is currently estimated at approximately $3,581,000.
In addition, if the interchange is constructed, Wells OP will be required to pay
for its share of the costs for widening Meacham Road as part of the project,
which potential obligation is currently estimated to be approximately $288,300.

74

The Windy Point Buildings are currently leased as follows:

-------------------------- --------------- ------------------ -------------------------
Tenant                     Building        Rentable Sq. Ft.   Percentage of Building
-------------------------- --------------- ------------------ -------------------------
TCI Great Lakes, Inc.      Windy Point I          129,157                    69%
-------------------------- --------------- ------------------ -------------------------
The Apollo Group, Inc.     Windy Point I           28,322                    15%
-------------------------- --------------- ------------------ -------------------------
Global Knowledge Network,  Windy Point I           22,028                    12%
Inc.
-------------------------- --------------- ------------------ -------------------------
Multiple Tenants           Windy Point I            8,884                     4%
-------------------------- --------------- ------------------ -------------------------
Zurich American Insurance  Windy Point II         300,034                   100%
Company, Inc.
-------------------------- --------------- ------------------ -------------------------

TCI Great Lakes, Inc. (TCI) occupies 129,157 rentable square feet (69%)
of the Windy Point I building. The TCI lease commenced in December 1999 and
expires in November 2009. TCI has the right to extend the initial 10-year term
of its lease for two additional five-year periods at 95% of the then-current
market rental rate. TCI may terminate the TCI lease on the last day of the
seventh lease year by providing 12 months prior written notice and paying Wells
OP a termination fee of approximately $4,119,500. The current annual base rent
payable under the TCI lease is $2,067,204.

TCI is a wholly-owned subsidiary of AT&T Broadband. AT&T Broadband
provides basic cable and digital television services, as well as high-speed
Internet access and cable telephony, with video-on-demand and other advanced
services.

The Apollo Group, Inc. (Apollo) leases 28,322 rentable square feet
(15%) of the Windy Point I building. The Apollo lease commences in April 2002
and expires in June 2008. Apollo has the right to extend the initial term of its
lease for one additional five-year period at 95% of the then-current market
rental rate. The current annual base rent payable under the Apollo lease is
$477,226.

Apollo is an Arizona corporation having its corporate headquarters in
Phoenix, Arizona. Apollo provides higher education programs to working adults
through its subsidiaries, the University of Phoenix, Inc., the Institute for
Professional Development, the College for Financial Planning Institutes
Corporation and Western International University, Inc. Apollo offers educational
programs and services at 58 campuses and 102 learning centers in 36 states,
Puerto Rico, and Vancouver, British Columbia. Apollo reported a net worth as of
August 31, 2001 of approximately $482 million.

Global Knowledge Network, Inc. (Global) leases 22,028 rentable square
feet (12%) of the Windy Point I building. The Global lease commenced in May 2000
and expires in April 2010. Global has the right to extend the initial 10-year
term of its lease for one additional five-year period at the then-current market
rental rate. Wells OP has the right to terminate the Global lease on December
31, 2005 by giving Global written notice on or before April 30, 2005. The
current annual base rent payable under the Global lease is $382,307.

Global is a privately held corporation with its corporate headquarters
in Cary, North Carolina and international headquarters in Tokyo, London and
Singapore. Global is owned by New York-based investment firm Welsh, Carson,
Anderson and Stowe, a New York limited partnership which acts as a private
equity investor in information services, telecommunications and healthcare.
Global provides information technology education solutions and certification
programs, offering more than 700 courses in more than 60 international locations
and in 15 languages. Global has posted a $100,000 letter of credit as security
for the Global lease.

Zurich American Insurance Company, Inc. (Zurich) leases the entire
300,034 rentable square feet of the Windy Point II building. The Zurich lease
commenced in September 2001 and expires in August

75

2011. Zurich has the right to extend the initial 10-year term of its lease for
two additional five-year periods at 95% of the then-current market rental rate.
The current annual base rent payable under the Zurich lease is $5,091,577.

Zurich is headquartered in Schaumburg, Illinois and is a wholly owned
subsidiary of Zurich Financial Services Group (ZFSG). ZFSG, which has its
corporate headquarters in Zurich, Switzerland, is a leading provider of
financial protection and wealth accumulation solutions for some 35 million
customers in over 60 countries. Zurich provides commercial property-casualty
insurance and serves the multinational, middle market and small business sectors
in the United States and Canada. Zurich reported a net worth, as of June 30,
2001 of approximately $19 billion.

Zurich has the right to terminate the Zurich lease for up to 25% of the
rentable square feet leased by Zurich at the end of the fifth lease year. If
Zurich terminates a portion of the Zurich lease, it will be required to pay a
termination fee to Wells OP equal to three months of the current monthly rent
for the terminated space plus additional costs related to the space leased by
Zurich. In addition, Zurich may terminate the entire Zurich lease at the end of
the seventh lease year by providing Wells OP 18 months prior written notice and
paying Wells OP a termination fee of approximately $8,625,000.

Convergys Building

Wells OP purchased the Convergys Building on December 21, 2001 for a
purchase price of $13,255,000. The Convergys Building, which was built in 2001,
is a two-story office building containing 100,000 rentable square feet located
in Tamarac, Florida.

The Convergys Building is leased to Convergys Customer Management
Group, Inc. (Convergys) The Convergys lease is guaranteed by Convergys' parent
company, Convergys Corporation, which is an Ohio corporation traded on the New
York Stock Exchange having its corporate headquarters in Cincinnati, Ohio.
Convergys Corporation provides outsourced billing and customer care services in
the United States, Canada, Latin America, Israel and Europe. Convergys reported
a net worth, as of September 30, 2001, of approximately $1.2 billion.

The Convergys lease commenced in September 2001 and expires in
September 2011. Convergys has the right to extend the initial 10-year term of
this lease for three additional five-year periods at 95% of the then-current
market rental rate. Convergys may terminate the Convergys lease at the end of
the seventh lease year (September 30, 2008) by providing 12 months prior written
notice and paying Wells OP a termination fee of approximately $1,341,000. The
current annual base rent payable under the Convergys lease is $1,248,192.

ADIC Buildings

Wells Fund XIII-REIT Joint Venture purchased the ADIC Buildings and an
undeveloped 3.43 acre tract of land adjacent to the ADIC Buildings (Additional
ADIC Land) on December 21, 2001 for a purchase price of $12,954,213. The ADIC
Buildings, which were built in 2001, consist of two connected one-story office
and assembly buildings containing 148,204 rentable square feet located in
Parker, Colorado.

The ADIC Buildings are currently leased to Advanced Digital Information
Corporation (ADIC), which lease does not include the Additional ADIC Land. ADIC
is a Washington corporation traded on NASDAQ having its corporate headquarters
in Redmond, Washington and regional management centers in Englewood, Colorado;
Bohmenkirch, Germany; and Paris, France. ADIC manufactures data storage systems
and specialized storage management software and distributes these products
through its

76

relationships with original equipment manufacturers such as IBM, Sony, Fujitsu,
Siemens and Hewlett-Packard. ADIC reported a net worth, as of October 31, 2001,
of approximately $330 million.

The ADIC lease commenced in December 2001 and expires in December 2011.
ADIC has the right to extend the term of its lease for two additional five-year
periods at the then-current fair market rental rate for the first year of each
five-year extension. The annual base rent will increase 2.5% for each subsequent
year of each five-year extension. The current annual base rent payable under the
ADIC lease is $1,222,683.

Lucent Building

Wells OP purchased the Lucent Building from Lucent Technologies, Inc.
(Lucent) in a sale-lease back transaction on September 28, 2001 for a purchase
price of $17,650,000. The Lucent Building, which was built in 1999, is a
four-story office building with 120,000 rentable square feet, which includes a
17.34 acre undeveloped tract of land, located in Cary, North Carolina.

The Lucent Building is leased to Lucent, whose shares are traded on the
New York Stock Exchange and has its corporate headquarters in Murray Hill, New
Jersey. Lucent designs, develops and manufactures communications systems,
software and other products. Lucent reported a net worth, as of December 31,
2001, of approximately $10.6 billion.

The Lucent lease commenced in September 2001 and expires in September
2011. Lucent has the right to extend the term of this lease for three additional
five-year periods at the then-current fair market rental rate. The current
annual base rent payable under the Lucent lease is $1,800,000. The average
effective annual rental per square foot at the Lucent Building was $16.53 for
2001, the first year of ownership.

Ingram Micro Building

On September 27, 2001, Wells OP acquired a ground leasehold interest in
a 701,819 square foot distribution facility located in Millington, Tennessee,
pursuant to a Bond Real Property Lease dated as of December 20, 1995 (Bond
Lease). The ground leasehold interest under the Bond Lease, along with the Bond
and the Bond Deed of Trust, were purchased from Ingram Micro L.P. (Ingram) in a
sale-lease back transaction for a purchase price of $21,050,000. The Bond Lease
expires in December 2026. Construction of the Ingram Micro Building was
completed in 1997.

Fee simple title to the land upon which the Ingram Micro Building is
located is held by the Industrial Development Board of the City of Millington,
Tennessee (Industrial Development Board), which originally entered into the Bond
Lease with Lease Plan North America, Inc. (Lease Plan). The Industrial
Development Board issued an Industrial Development Revenue Note Ingram Micro
L.P. Series 1995 (Bond) in a principal amount of $22,000,000 to Lease Plan in
order to finance the construction of the Ingram Micro Building. The Bond is
secured by a Fee Construction Mortgage Deed of Trust and Assignment of Rents and
Leases (Bond Deed of Trust) executed by the Industrial Development Board for the
benefit of Lease Plan. Lease Plan assigned to Ingram its ground leasehold
interest in the Ingram Micro Building under the Bond Lease. Lease Plan also
assigned all of its rights and interest in the Bond and the Bond Deed of Trust
to Ingram.

Wells OP also acquired the Bond and the Bond Deed of Trust from Ingram
at closing. Beginning in 2006, Wells OP has the option under the Bond Lease to
purchase the land underlying the Ingram Micro Building from the Industrial
Development Board for $100 plus satisfaction of the indebtedness evidenced by
the Bond which, as set forth above, was acquired and is currently held by Wells
OP.

77

Ingram Micro, Inc. (Micro) is the general partner of Ingram and a
guarantor on the Ingram lease. Micro, whose shares are traded on the New York
Stock Exchange, has its corporate headquarters in Santa Ana, California. Micro
provides technology products and supply chain management services through
wholesale distribution. It targets three different market segments, including
corporate resellers, direct and consumer marketers, and value-added resellers.
Micro's worldwide business consists of approximately 14,000 associates and
operations in 36 countries. Micro reported a net worth, as of September 29,
2001, of approximately $1.86 billion.

The Ingram lease has a current term of 10 years with two successive
options to extend for 10 years each at an annual rate equal to the greater of
(1) 95% of the then-current fair market rental rate, or (2) the annual rental
payment effective for the final year of the term immediately prior to such
extension. Annual rent, as determined for each extended term, is also increased
by 15% beginning in the 61st month of each extended term. The current annual
base rent payable for the Ingram lease is $2,035,275. The average effective
annual rental rate per square foot at the Ingram Micro Building was $2.96 for
2001, the first year of ownership.

Nissan Property

Purchase of the Nissan Property. The Nissan Property is a build-to-suit
-------------------------------
property that commenced construction in January 2002 in Irving Texas. Wells OP
purchased the Nissan Property on September 19, 2001 for a purchase price of
$5,545,700. Wells OP obtained a construction loan in the amount of $32,400,000
from Bank of America, N.A. (BOA), to fund the construction of a building on the
Nissan Property.

Wells OP entered into a development agreement, an architect agreement
and a design and build agreement to construct a three-story office building
containing 268,290 rentable square feet (Nissan Project) on the Nissan Property.

Development Agreement. Wells OP entered into a development agreement
---------------------
(Development Agreement) with Champion Partners, Ltd., a Texas limited
partnership (Developer), as the exclusive development manager to supervise,
manage and coordinate the planning, design, construction and completion of the
Nissan Project. As compensation for the services to be rendered by the Developer
under the Development Agreement, Wells OP will pay a development fee of
$1,250,000. The fee will be due and payable ratably as the construction and
development of the Nissan Project is completed.

We anticipate that the aggregate of all costs and expenses to be
incurred by Wells OP with respect to the acquisition of the Nissan Property and
the planning, design, development, construction and completion of the Nissan
Project will total approximately $42,259,000. Under the terms of the Development
Agreement, the Developer has agreed that in the event that the total of all such
costs and expenses exceeds $42,258,600, subject to certain adjustments, the
amount of fees payable to the Developer shall be reduced by the amount of any
such excess.

Construction Agreement. Wells OP entered into a design and build
----------------------
construction agreement (Construction Agreement) with Thos. S. Byrne, Inc.
(Contractor) for the construction of the Nissan Project. The Contractor is based
in Ft. Worth, Texas and specializes in commercial, industrial and high-end
residential buildings. The Contractor commenced operations in 1923 and has
completed over 200 projects for a total of approximately 60 clients. The
Contractor is presently engaged in the construction of over 20 projects with a
total construction value of in excess of $235 million.

The Construction Agreement provides that Wells OP will pay the
Contractor a maximum of $25,326,017 for the construction of the Nissan Project
that includes all estimated fees and costs including

78

the architect fees. The Contractor will be responsible for all costs of labor,
materials, construction equipment and machinery necessary for completion of the
Nissan Project. In addition, the Contractor will be required to secure and pay
for any additional business licenses, tap fees and building permits which may be
necessary for construction of the Nissan Project.

Nissan Lease. The Nissan Property is leased to Nissan Motor Acceptance
------------
Corporation (Nissan), a California corporation with its corporate headquarters
in Torrance, California. Nissan is a wholly-owned subsidiary of Nissan North
America, Inc. (NNA), a guarantor of Nissan's lease. NNA is a California
corporation, with headquarters in Gardenia, California. NNA handles the North
American business sector of its Japanese parent, Nissan Motor Company, Ltd.
NNA's business activities include design, development, manufacturing and
marketing of Nissan vehicles in North America. As a subsidiary of NNA, Nissan
purchases retail and lease contracts from, and provides wholesale inventory and
mortgage loan financing to, Nissan and Infiniti retailers. Nissan Motor Company,
Ltd. reported a net worth, as of March 31, 2002 of approximately $7.7 billion.

The Nissan lease commenced in September 2001 and will extend 10 years
beyond the rent commencement date. Construction on the building began in January
2002 and is expected to be completed by December 2003. The rent commencement
date will occur shortly after completion. Nissan has the right to extend the
initial 10-year term of this lease for an additional two years, upon written
notice. Nissan also has the right to extend the lease for two additional
five-year periods at 95% of the then-current market rental rate, upon written
notice. The annual base rent payable for the Nissan lease beginning on the rent
commencement date is expected to be $4,225,860.

IKON Buildings

Wells OP purchased the IKON Buildings on September 7, 2001 for a
purchase price of $20,650,000. The IKON Buildings, which were built in 2000,
consist of two one-story office buildings aggregating 157,790 rentable square
feet located in Houston, Texas.

The IKON Buildings are leased to IKON Office Solutions, Inc. (IKON).
IKON provides business communication products such as copiers and printers, as
well as services such as distributed printing, facilities management, network
design, e-business development and technology training. IKON's customers include
various sized businesses, professional firms and government agencies. IKON
distributes products manufactured by companies such as Microsoft, IBM, Canon,
Novell and Hewlett-Packard. IKON reported a net worth, as of September 30, 2001,
of approximately $1.4 billion.

The IKON lease commenced in May 2000 and expires in April 2010. IKON
has the right to extend the term of this lease for two additional five-year
periods at the then-current fair market rental rate. The current annual base
rent payable for the IKON lease is $2,015,767. The average effective annual
rental rate per square foot at the IKON Buildings was $13.40 for 2001, the first
year of ownership.

State Street Building

Wells OP purchased the State Street Building on July 30, 2001 for a
purchase price of $49,563,000. The State Street Building, which was built in
1990, is a seven-story office building with 234,668 rentable square feet located
in Quincy, Massachusetts.

The State Street Building is leased to SSB Realty, LLC (SSB Realty).
SSB Realty is a wholly-owned subsidiary of State Street Corporation, a
Massachusetts corporation (State Street). State Street, a guarantor of the SSB
Realty lease, is a world leader in providing financial services to investment
managers, corporations, public pension funds, unions, not-for-profit
organizations and individuals. State Street's

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services range from investment research and professional investment management
to trading and brokerage services to fund accounting and administration. State
Street reported a net worth, as of December 31, 2001, of approximately $3.8
billion.

The SSB Realty lease commenced in February 2001 and expires in March
2011. SSB has the right to extend the term of this lease for one additional
five-year period at the then-current fair market rental rate. Pursuant to the
SSB Realty lease, Wells OP is obligated to provide SSB Realty an allowance of up
to approximately $2,112,000 for tenant, building and architectural improvements.
The current annual base rent payable for the SSB Realty lease is $6,922,706. The
average effective annual rental rate per square foot at the State Street
Building was $31.24 for 2001, the first year of ownership.

AmeriCredit Building

The XIII-REIT Joint Venture purchased the AmeriCredit Building on July
16, 2001 for a purchase price of $12,500,000. The AmeriCredit Building, which
was built in 2001, is a two-story office building containing 85,000 rentable
square feet located in Orange Park, Florida.

The AmeriCredit Building is leased to AmeriCredit Financial Services
Corporation (AmeriCredit). AmeriCredit is wholly-owned by, and serves as the
primary operating subsidiary for, AmeriCredit Corp., a Texas corporation whose
common stock is publicly traded on the New York Stock Exchange. AmeriCredit
Corp. is the guarantor of the lease. AmeriCredit is the world's largest
independent middle-market automobile finance company. AmeriCredit purchases
loans made by franchised and select independent dealers to consumers buying late
model used and, to a lesser extent, new automobiles. AmeriCredit reported a net
worth, as of December 31, 2001 of approximately $1.2 billion.

The AmeriCredit lease commenced in June 2001 and expires in May 2011.
AmeriCredit has the right to extend the AmeriCredit lease for two additional
five-year periods of time. Each extension option must be exercised by giving
written notice to the landlord at least 12 months prior to the expiration date
of the then-current lease term. The monthly base rent payable for each extended
term of the AmeriCredit lease will be equal to 95% of the then-current market
rate. The AmeriCredit lease contains a termination option that may be exercised
by AmeriCredit effective as of the end of the seventh lease year and requires
AmeriCredit to pay the joint venture a termination payment estimated at
approximately $1.9 million. AmeriCredit also has an expansion option for an
additional 15,000 square feet of office space and 120 parking spaces.
AmeriCredit may exercise this expansion option at any time during the first
seven lease years. The current annual base rent payable under the AmeriCredit
lease is $1,303,050. The average effective annual rental rate per square foot at
the AmeriCredit Building was $17.03 for 2001, the first year of ownership.

Comdata Building

The XII-REIT Joint Venture purchased the Comdata Building on May 15,
2001 for a purchase price of $24,950,000. The Comdata Building, which was built
in 1989 and expanded in 1997, is a three-story office building containing
201,237 rentable square feet located in Brentwood, Tennessee.

The Comdata Building is leased to Comdata Network, Inc. (Comdata).
Comdata is a leading provider of transaction processing and information services
to the transportation and other industries. Comdata provides trucking companies
with fuel cards, electronic cash access, permit and licensing services, routing
software, driver relationship services and vehicle escorts, among other
services. Comdata provides these services to over 400,000 drivers, 7,000 truck
stop service centers and 500 terminal fueling locations. Ceridian Corporation,
the lease guarantor, is one of North America's leading information services
companies that serves the human resources and transportation markets. Ceridian
and

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its subsidiaries generate, process and distribute data for customers and help
customers develop systems plans and software to perform these functions
internally. Ceridian Corporation reported a net worth, as of September 30, 2001,
of approximately $1.1 billion.

The Comdata lease commenced in April 1997 and expires in May 2016.
Comdata has the right to extend the Comdata lease for one additional five-year
period of time at a rate equal to the greater of the base rent of the final year
of the initial term or 90% of the then-current fair market rental rate. The
current annual base rent payable for the Comdata lease is $2,398,672. The
average effective annual rental per square foot at the Comdata Building was
$12.47 for 2001, the first year of ownership.

AT&T Oklahoma Buildings

The XII-REIT Joint Venture purchased the AT&T Oklahoma Buildings on
December 28, 2000 for a purchase price of $15,300,000. The AT&T Oklahoma
Buildings, which were built in 1998 and 2000, respectively, consist of a
one-story office building and a two-story office building, connected by a mutual
hallway, containing an aggregate of 128,500 rentable square feet located in
Oklahoma City, Oklahoma.

AT&T Corp. (AT&T) leases the entire 78,500 rentable square feet of the
two-story office building and 25,000 rentable square feet of the one-story
office building. AT&T is among the world's leading voice and data communications
companies, serving consumers, businesses and governments worldwide. AT&T has one
of the largest digital wireless networks in North America and is one of the
leading suppliers of data and internet services for businesses. In addition,
AT&T offers outsourcing, consulting and networking-integration to large
businesses and is one of the largest direct internet access service providers
for consumers in the United States. AT&T reported a net worth, as of December
31, 2001, of approximately $51.7 billion.

The AT&T lease commenced in April 2000 and expires in August 2010. AT&T
has the right to extend the AT&T lease for two additional five-year periods of
time at the then-current fair market rental rate. AT&T has a right of first
offer to lease the remainder of the space in the one-story office building
currently occupied by Jordan Associates, Inc. (Jordan), if Jordan vacates the
premises. The current annual base rent payable for the AT&T lease is $1,242,000.

Jordan leases the remaining 25,000 rentable square feet contained in
the one-story office building. Jordan provides businesses with advertising and
related services including public relations, research, direct marketing and
sales promotion. Through this corporate office and other offices in Tulsa, St.
Louis, Indianapolis and Wausau, Wisconsin, Jordan provides services to major
clients such as Bank One, Oklahoma, N.A., BlueCross & BlueShield of Oklahoma,
Kraft Food Services, Inc., Logix Communications and the American Dental
Association.

The Jordan lease commenced in December 1998 and expires in December
2008. Jordan has the right to extend the Jordan lease for one additional
five-year period of time at the then-current fair market rental rate. The
current annual base rent payable for the Jordan lease is $294,500. The average
effective annual rental rate per square foot at the AT&T Oklahoma Buildings was
$15.86 for 2001, the first year of ownership.

Metris Minnesota Building

Wells OP purchased the Metris Minnesota Building on December 21, 2000
for a purchase price of $52,800,000. The Metris Minnesota Building, which was
built in 2000, is a nine-story office building containing 300,633 rentable
square feet located in Minnetonka, Minnesota.

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The Metris Minnesota Building is Phase II of a two-phase office complex
known as Crescent Ridge Corporate Center in Minnetonka, Minnesota, which is a
western suburb of Minneapolis. Phase I of Crescent Ridge Corporate Center is an
eight-story multi-tenant building which is connected to the Metris Minnesota
Building by a single-story restaurant link building. Neither Phase I of Crescent
Ridge Corporate Center nor the connecting restaurant are owned by Wells OP.

The Metris Minnesota Building is leased to Metris Direct, Inc. (Metris)
as its corporate headquarters. Metris is a principal subsidiary of Metris
Companies, Inc. (Metris Companies), a publicly traded company whose shares are
listed on the New York Stock Exchange (symbol MXT) which has guaranteed the
Metris lease. Metris Companies is an information-based direct marketer of
consumer credit products and fee-based services primarily to moderate income
consumers. Metris Companies' consumer credit products are primarily unsecured
credit cards issued by its subsidiary, Direct Merchants Credit Card Bank. Metris
Companies reported a net worth, as of September 30, 2001, of approximately $1.1
billion.

The Metris lease commenced in September 2000 and expires in December
2011. Metris has the right to renew the Metris lease for an additional five-year
term at fair market rent, but in no event less than the basic rent payable in
the immediately preceding period. In addition, Metris is required to pay annual
parking and storage fees of $87,948 through December 2006 and $114,062 payable
on a monthly basis for the remainder of the lease term. The current annual base
rent payable for the Metris lease is $4,960,445. The average effective annual
rental rate per square foot at the Metris Minnesota Building was $18.17 for 2001
and $17.89 for 2000, the first year of ownership.

Stone & Webster Building

Wells OP purchased the Stone & Webster Building on December 21, 2000
for a purchase price of $44,970,000. The Stone & Webster Building, which was
built in 1994, is a six-story office building with 312,564 rentable square feet
located in Houston, Texas. In addition, the site includes 4.34 acres of
unencumbered land available for expansion.

Stone & Webster is a full-service engineering and construction company
offering managerial and technical resources for solving complex energy,
environmental, infrastructure and industrial challenges. Stone & Webster, which
was founded in 1889 as an electrical testing laboratory and consulting firm, has
evolved into a global organization employing more than 5,000 people worldwide.
The Stone & Webster lease is guaranteed by The Shaw Group, Inc., the parent
company of Stone & Webster. Shaw Group is the largest supplier of fabricated
piping systems and services in the world. Shaw Group distinguishes itself by
offering comprehensive solutions consisting of integrated engineering and
design, pipe fabrication, construction and maintenance services and the
manufacture of specialty pipe fittings and supports to the power generation,
crude oil refining, chemical and petrochemical processing and oil and gas
exploration and production industries. The Shaw Group reported a net worth, as
of November 30, 2001, of approximately $607 million.

The Stone & Webster lease commenced in December 2000 and expires in
December 2010. Stone & Webster has the right to extend the Stone & Webster lease
for two additional five-year periods of time for a base rent equal to the
greater of (1) the last year's rent, or (2) the then-current market rental rate.
The current annual base rent payable for the Stone & Webster lease is
$4,533,056.

SYSCO is the largest marketer and distributor of foodservice products
in North America. SYSCO operates from 101 distribution facilities and provides
its products and services to about 356,000 restaurants and other users across
the United States and portions of Canada. SYSCO reported a net worth, as of
December 29, 2001, of approximately $2.2 billion.

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The SYSCO lease commenced in October 1998 and expires in September
2008. The current annual base rent payable for the SYSCO lease is $2,130,320.

The average effective annual rental rate per square foot at the Stone &
Webster Building was $22.41 for 2001 and $22.56 for 2000, the first year of
ownership.

Motorola Plainfield Building

Wells OP purchased the Motorola Plainfield Building on November 1, 2000
for a purchase price of $33,648,156. The Motorola Plainfield Building, which was
built in 1976, is a three-story office building containing 236,710 rentable
square feet located in South Plainfield, New Jersey.

The Motorola Plainfield Building is leased to Motorola. Motorola is a
global leader in providing integrated communications solutions and embedded
electronic solutions, including software-enhanced wireless telephones, two-way
radios and digital and analog systems and set-top terminals for broadband cable
television operators. Motorola reported a net worth, as of December 31, 2001, of
approximately $13.7 billion.

The Motorola lease commenced in November 2000 and expires in October
2010. Motorola has the right to extend the Motorola lease for two additional
five-year periods of time for a base rent equal to the greater of (1) base rent
for the immediately preceding lease year, or (2) 95% of the then-current "fair
market rental rate." The current annual base rent payable for the Motorola lease
is $3,324,428. The average effective annual rental rate per square foot at the
Motorola Plainfield Building was $14.54 for 2001 and 2000, the first year of
ownership.

The Motorola lease grants Motorola a right of first refusal to purchase
the Motorola Plainfield Building if Wells OP attempts to sell the property
during the term of the lease. Additionally, Motorola has an expansion right for
an additional 143,000 rentable square feet. Upon completion of the expansion,
the term of the Motorola lease shall be extended an additional 10 years after
Motorola occupies the expansion space. The base rent for the expansion space
shall be determined by the construction costs and fees for the expansion. The
base rent for the original building for the extended 10-year period shall be the
greater of (1) the then-current base rent, or (2) 95% of the then-current fair
market rental rate.

Quest Building

The VIII-IX Joint Venture purchased the Quest Building on January 10,
1997 for a purchase price of $7,193,000. On July 1, 2000, the VIII-IX Joint
Venture contributed the Quest Building to the VIII-IX-REIT Joint Venture. (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources.") The Quest Building, which was
built in 1984 and refurbished in 1996, is a two-story office building containing
65,006 rentable square feet located in Irvine, California.

The Quest Building is currently leased to Quest Software, Inc. (Quest).
Quest is a publicly traded corporation that provides software database
management and disaster recovery services for its clients. Quest was established
in April 1987 to develop and market software products to help insure
uninterrupted, high performance access to enterprise and custom computing
applications and databases. Quest reported a net worth, as of September 30,
2001, of approximately $449 million.

The Quest lease commenced in June 2000 and expires in January 2004. The
annual base rent payable for the remaining portion of the initial lease term is
$1,287,119. Quest has the right to extend the

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lease for two additional one-year periods of time at an annual base rent of
$1,365,126. The average effective rental rate per square foot at the Quest
Building was $18.58 for 2001, $13.72 for 2000, and $10.11 for 1999, the first
year of ownership.

Delphi Building

Wells OP purchased the Delphi Building on June 29, 2000 for a purchase
price of $19,800,000. The Delphi Building, which was built in 2000, is a
three-story office building containing 107,193 rentable square feet located in
Troy, Michigan.

The Delphi Building is leased to Delphi Automotive Systems LLC (Delphi
LLC). Delphi LLC is a wholly-owned subsidiary of Delphi Automotive Systems
Corporation (Delphi), formally the Automotive Components Group of General
Motors, which was spun off from General Motors in May 1999. Delphi is the
world's largest automotive components supplier and sells its products to almost
every major manufacturer of light vehicles in the world. Delphi reported a net
worth as of September 30, 2001 of approximately $3.3 billion.

The Delphi lease commenced in May 2000 and expires in April 2007.
Delphi LLC has the right to extend the Delphi lease for two additional five-year
periods of time at 95% of the then-current fair market rental rate. The current
annual base rent payable for the Delphi lease is $1,901,952. The average
effective annual rental rate per square foot at the Delphi Building was $17.58
for 2001 and $17.11 for 2000, the first year of ownership.

Avnet Building

Wells OP purchased the Avnet Building on June 12, 2000 for a purchase
price of $13,250,000. The Avnet Building, which was built in 2000, is a
two-story office building containing 132,070 rentable square feet located in
Tempe, Arizona. The Avnet Building is subject to a first priority mortgage in
favor of SouthTrust Bank, N.A. (SouthTrust) securing a SouthTrust Line of
Credit, which is more particularly described in the "Real Estate Loans" section
of this prospectus.

The Avnet Building is leased to Avnet, Inc. (Avnet). Avnet is a Fortune
300 company and one of the world's largest industrial distributors of electronic
components and computer products, including microprocessors, semi-conductors and
electromechanical devices, serving customers in 60 countries. Additionally,
Avnet sells products of more than 100 of the world's leading component
manufacturers to customers around the world. Avnet reported a net worth, as of
June 29, 2001, of approximately $2.4 billion.

The Avnet lease commenced in May 2000 and expires in April 2010. Avnet
has the right to extend the Avnet lease for two additional five-year periods of
time. The yearly rent payable for the first three years of each extension period
will be at the current fair market rental rate at the end of the preceding term.
The yearly rent payable for the fourth and fifth years of each extension period
will be the then-current fair market rental rate at the end of the preceding
term multiplied by a factor of 1.093. The current annual base rent payable for
the Avnet lease is $1,516,164.

Avnet has a right of first refusal to purchase the Avnet Building if
Wells OP attempts to sell the Avnet Building. Avnet also has an expansion
option. Wells OP has the option to undertake the expansion or allow Avnet to
undertake the expansion at its own expense, subject to certain terms and
conditions.

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The Avnet ground lease commenced in April 1999 and expires in September
2083. Wells OP has the right to terminate the Avnet ground lease prior to the
expiration of the 30th year. The current annual ground lease payment pursuant to
the Avnet ground lease is $230,777. The average effective annual rental rate per
square foot at the Avenet Building was $11.48 for 2001 and $11.41 for 2000, the
first year of ownership.

Siemens Building

The XII-REIT Joint Venture purchased the Siemens Building on May 10,
2000 for a purchase price of $14,265,000. The Siemens Building, which was built
in 2000, is a three-story office building containing 77,054 rentable square feet
located in Troy, Michigan.

The Siemens Building is leased to Siemens Automotive Corporation
(Siemens). Siemens is a subsidiary of Siemens Corporation USA, a domestic
corporation which conducts the American operations of Siemens AG, the world's
second largest manufacturer of electronic capital goods. Siemens, part of the
worldwide Automotive Systems Group of Siemens AG, is a supplier of advanced
electronic and electrical products and systems to automobile manufacturers.
Siemens AG reported a net worth, as of September 30, 2001, of approximately
$23.8 billion euros (or approximately US $21 billion).

The Siemens lease commenced in January 2000 and expires in August 2010.
Siemens has the right to extend the Siemens lease for two additional five-year
periods of time at 95% of the then-current fair market rental rate. The current
annual base rent payable for the Siemens lease is $1,374,643. The average
effective annual rental rate per square foot at the Siemens Building was $19.01
for 2001 and 2000, the first year of ownership.

Siemens has a one-time right to cancel the Siemens lease effective
after the 90th month of the lease term if Siemens pays a cancellation fee to the
XII-REIT Joint Venture currently calculated to be approximately $1,234,160.

Motorola Tempe Building

Wells OP purchased the Motorola Tempe Building on March 29, 2000 for a
purchase price of $16,000,000. The Motorola Tempe Building, which was built in
1998, is a two-story office building containing 133,225 rentable square feet in
Tempe, Arizona. The Motorola Tempe Building is subject to a first priority
mortgage in favor of SouthTrust securing a SouthTrust line of credit, which is
more particularly described in the "Real Estate Loans" section of this
prospectus.

The Motorola Tempe Building is leased to Motorola, Inc. (Motorola). The
Motorola Tempe Building is occupied by Motorola's Satellite Communications
Division (SATCOM). SATCOM is a worldwide developer and manufacturer of space and
ground communications equipment and systems. SATCOM is the prime contractor for
the Iridium System and is primarily engaged in computer design and development
functions.

The Motorola lease commenced in August 1998 and expires in August 2005.
Motorola has the right to extend the Motorola lease for four additional
five-year periods of time at the then-prevailing market rental rate. The current
annual rent payable under the Motorola lease is $1,843,834. The average
effective annual rental rate per square foot at the Motorola Building was $13.84
for 2001 and $13.77 for 2000, the first year of ownership.

The Motorola Tempe Building is subject to a ground lease that commenced
in November 1997 and expires in December 2082. Wells OP has the right to
terminate the Motorola ground lease prior to the

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expiration of the 30/th/ year and prior to the expiration of each subsequent
10-year period thereafter. The current annual ground lease payment pursuant to
the Motorola ground lease is $243,825.

ASML Building

Wells OP purchased the ASML Building on March 29, 2000 for a purchase price
of $17,355,000. The ASML Building, which was built in 2000, is a two-story
office and warehouse building containing 95,133 rentable square feet located in
Tempe, Arizona. The ASML Building is subject to a first priority mortgage in
favor of SouthTrust securing a SouthTrust line of credit, which is more
particularly described in the "Real Estate Loans" section of this prospectus.

The ASML Building is leased to ASM Lithography, Inc. (ASML). ASML is a
wholly-owned subsidiary of ASM Lithography Holdings NV (ASML Holdings), a Dutch
multi-national corporation that supplies lithography systems used for printing
integrated circuit designs onto very thin disks of silicon, commonly referred to
as wafers. These systems are supplied to integrated circuit manufacturers
throughout the United States, Asia and Western Europe. ASML Holdings reported a
net worth, as of December 31, 2001, of approximately $1.1 billion.

The ASML lease commenced in June 1998 and expires in June 2013. The current
annual base rent payable under the ASML lease is $1,927,788. ASML has an
expansion option which allows ASML the ability to expand the building into at
least an additional 30,000 rentable square feet, to be constructed by Wells OP.
If the expansion option exercised is for less than 30,000 square feet, Wells OP
may reject the exercise at its sole discretion. In the event that ASML exercises
its expansion option after the first five years of the initial lease term, such
lease term will be extended to 10 years from the date of such expansion. The
average effective annual rental rate per square foot at the ASML Building was
$20.26 for 2001 and $20.17 for 2000, the first year of ownership.

The ASML Building is subject to a ground lease that commenced in August
1997 and expires in December 2082. Wells OP has the right to terminate the ASML
ground lease prior to the expiration of the 30th year, and prior to the
expiration of each subsequent 10-year period thereafter. The current annual
ground lease payment pursuant to the ASML ground lease is $186,368.

Dial Building

Wells OP purchased the Dial Building on March 29, 2000 for a purchase price
of $14,250,000. The Dial Building, which was built in 1997, is a two-story
office building containing 129,689 rentable square feet located in Scottsdale,
Arizona. The Dial Building is subject to a first priority mortgage in favor of
SouthTrust securing a SouthTrust line of credit, which is more particularly
described in the "Real Estate Loans" section of this prospectus.

The Dial Building is leased to Dial Corporation (Dial). Dial currently has
its headquarters in the Dial Building and is one of the leading consumer product
manufacturers in the United States. Dial's brands include Dial soap, Purex
detergents, Renuzit air fresheners, Armour canned meats, and a variety of other
leading consumer products. Dial reported a net worth, as of December 31, 2001,
of approximately $74.5 million.

The Dial lease commenced in August 1997 and expires in August 2008. Dial
has the right to extend the Dial lease for two additional five-year periods of
time at 95% of the then-current fair market rental rate. The annual rent payable
for the initial term of the Dial lease is $1,387,672. The average effective
annual rental rate per square foot at the Dial Building was $10.70 for 2001 and
$10.65 for 2000, the first year of ownership.

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Metris Tulsa Building

Wells OP purchased the Metris Tulsa Building on February 11, 2000 for a
purchase price of $12,700,000. The Metris Tulsa Building, which was built in
2000, is a three-story office building containing 101,100 rentable square feet
located in Tulsa, Oklahoma.

The Metris Tulsa Building is leased to Metris Direct, Inc. (Metris). See
the property description for the Metris Minnesota Building above for a detailed
description of Metris.

The Metris lease commenced in February 2000 and expires in January 2010.
Metris has the right to extend the Metris lease for two additional five-year
periods of time. The monthly base rent payable for the renewal terms of the
Metris lease shall be equal to the then-current market rate. The current annual
base rent payable for the Metris lease is $1,187,925. The average effective
annual rental rate per square foot at the Metris Tulsa Building was $11.75 for
2001 and 2000, the first year of ownership.

Cinemark Building

Wells OP purchased the Cinemark Building on December 21, 1999 for a
purchase price of $21,800,000. The Cinemark Building, which was built in 1999,
is a five-story office building containing 118,108 rentable square feet located
in Plano, Texas. The Cinemark Building is subject to a first priority mortgage
in favor of SouthTrust securing a SouthTrust line of credit, which is more
particularly described in the "Real Estate Loans" section of this prospectus.

The entire 118,108 rentable square feet of the Cinemark Building is
currently leased to two tenants. Cinemark USA, Inc. (Cinemark) occupies 65,521
rentable square feet (56%) of the Cinemark Building, and The Coca-Cola Company
(Coca-Cola) occupies the remaining 52,587 (44%) rentable square feet of the
Cinemark Building.

Cinemark, a privately owned company, is one of the largest motion picture
exhibitors in North and South America. Cinemark currently operates in excess of
2,575 screens in 32 states within the United States and internationally in
countries such as Argentina, Brazil, Canada, Chile, Costa Rica, Ecuador, El
Salvador, Honduras, Nicaragua, Mexico and Peru. Cinemark reported a net worth,
as of December 31, 2001, of approximately $25.3 million.

The Cinemark lease commenced in December 1999 and expires in December 2009.
Cinemark has the right to extend the Cinemark lease for two additional five-year
periods of time. The monthly base rent payable for the second renewal term of
the Cinemark lease shall be equal to 95% of the then-current market rate.
Cinemark has a right of first refusal to lease any of the remaining rentable
area of the Cinemark Building that subsequently becomes vacant. The current
annual base rent payable for the Cinemark lease is $1,366,491.

Coca-Cola is the global soft-drink industry leader with world headquarters
in Atlanta, Georgia. Coca-Cola manufactures and sells syrups, concentrates and
beverage bases for Coca-Cola, the company's flagship brand, and over 160 other
soft drink brands in nearly 200 countries around the world. Coca-Cola reported a
net worth, as of December 31, 2001, of approximately $11.4 billion.

The Coca-Cola lease commenced in December 1999 and expires in November
2006. Coca-Cola has the right to extend the lease for two additional five-year
periods of time. The current annual base rent payable for the Coca-Cola lease is
$1,354,184. The average effective annual rental rate per square foot at the
Cinemark Building was $22.67 for 2001 and $22.16 for 2000, the first year of
ownership.

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Gartner Building

The XI-XII-REIT Joint Venture purchased the Gartner Building on September
20, 1999 for a purchase price of $8,320,000. The Gartner Building, which was
built in 1998, is a two-story office building containing 62,400 rentable square
feet located in Fort Myers, Florida.

The Gartner Building is currently leased to The Gartner Group, Inc.
(Gartner). The Gartner Building will be occupied by Gartner's Financial Services
Division. Gartner is one of the world's leading independent providers of
research and analysis related to information and technology solutions. Gartner
has over 80 locations worldwide and over 12,000 clients.

The Gartner lease commenced in February 1998 and expires in January 2008.
Gartner has the right to extend the lease for two additional five-year periods
of time at a rate equal to the lesser of (1) the prior rate increased by 2.5%,
or (2) 95% of the then-current market rate. The current annual base rent payable
for the Gartner lease is $830,656. The average effective annual rental rate per
square foot at the Gartner Building was $13.68 for 2001, 2000, and 1999, the
first year of ownership.

Marconi Building

Wells OP purchased the Marconi Building on September 10, 1999 for a
purchase price of $32,630,940. The Marconi Building, which was built in 1991, is
a two-story office, assembly and manufacturing building containing 250,354
rentable square located in Wood Dale, Illinois. The Marconi Building is subject
to a first priority mortgage in favor of Bank of America, N.A. (BOA) securing
the BOA loan, which is more particularly described in the "Real Estate Loans"
section of this prospectus.

The Marconi Building is leased to Marconi Data Systems, Inc. Marconi Data
Systems, Inc. (Marconi) is the world's leading producer of state-of-the-art
industrial ink jet marking and coding products. The Marconi lease is guaranteed
by GEC Incorporated, a wholly-owned subsidiary of Marconi, p.l.c. (formerly
known as General Electric Company, p.l.c.), a publicly traded United Kingdom
corporation that ranks among the largest electronic system and equipment
manufacturers in the world.

The Marconi lease commenced in November 1991 and expires in November 2011.
Marconi has the right to extend the Marconi lease for one additional five-year
period of time. The current annual base rent payable for the Marconi lease is
$3,376,746. The average effective annual rental rate per square foot at the
Marconi Building was $13.23 for 2001 and $13.18 for 2000 and 1999, the first
year of ownership.

Johnson Matthey Building

The XI-XII-REIT Joint Venture purchased the Johnson Matthey Building on
August 17, 1999 for a purchase price of $8,000,000. The Johnson Matthey
Building, which was built in 1973 and refurbished in 1998, is a 130,000 square
foot research and development, office and warehouse building located in Wayne,
Pennsylvania.

The Johnson Matthey Building is currently leased to Johnson Matthey, Inc.
(Johnson Matthey). Johnson Matthey is a wholly-owned subsidiary of Johnson
Matthey, PLC of the United Kingdom, a world leader in advanced materials
technology. Johnson Matthey, PLC is a publicly traded company that is over 175
years old, has operations in 38 countries and employs 12,000 people. Johnson
Matthey reported a net worth, as of March 31, 2001, of approximately $1.2
billion.

The Johnson Matthey lease commenced in July 1998 and expires in June 2007.
Johnson Matthey has the right to extend the lease for two additional three-year
periods of time at the then-current fair

88

market rent. Johnson Matthey has a right of first refusal to purchase the
Johnson Matthey Building in the event that the XI-XII-REIT Joint Venture desires
to sell the building to an unrelated third-party. The current annual base rent
payable under the Johnson Matthey lease is $828,750. The average effective
annual rental rate per square foot at the Johnson Matthey Building was $6.67 for
2001, 2000, and 1999, the first year of ownership.

Alstom Power Richmond Building

Wells REIT, LLC - VA I (Wells LLC - VA), a limited liability company
wholly-owned by Wells OP, purchased a 7.49 acre tract of land on July 22, 1999
for a purchase price of $936,250 and completed construction of the Alstom Power
Richmond Building at an aggregate cost of approximately $11,400,000, including
the cost of the land. The Alstom Power Richmond Building, which was built in
2000, is a four-story brick office building containing 99,057 gross square feet
located in Midlothian, Virginia.

Wells OP originally obtained a construction loan from SouthTrust in the
maximum principal amount of $9,280,000 to fund the development and construction
of the Alstom Power Richmond Building. This loan, which is more specifically
detailed in the "Real Estate Loans" section of this prospectus, was converted to
a line of credit and is secured by a first priority mortgage against the Alstom
Power Richmond Building, an assignment of the landlord's interest in the Alstom
Power Richmond lease and a $4,000,000 letter of credit issued by Unibank.

The Alstom Power Richmond Building is leased to Alstom Power, Inc. (Alstom
Power). Alstom Power is the result of the December 30, 1999, merger between ABB
Power Generation, Inc. and ABB Alstom Power, Inc. Alstom Power reported a net
worth, as of March 31, 2001, of approximately $2.1 billion euros (or
approximately US $1.85 billion).

The Alstom Power Richmond lease commenced in July 2000 and expires in July
2007. Alstom Power has the right to extend the lease for two additional
five-year periods of time at the then-current market rental rate. The current
annual base rent payable for the Alstom Power lease is $1,213,324. The average
effective annual rental rate per square foot at the Alstom Power-Richmond
Building was $12.92 for 2001 and $13.53 for 2000, the first year of ownership.

Alstom Power has a one-time option to terminate the Alstom Power lease as
to a portion of the premises containing between 24,500 and 25,500 rentable
square feet as of the fifth anniversary of the rental commencement date and
Alstom Power will be required to pay a termination fee equal to six times the
sum of the next due installments of rent plus the unamortized portions of the
base improvement allowance, additional allowance and broker commission, each
being amortized in equal monthly installments of principal and interest over the
initial term of the lease at an annual rate of 10%.

Sprint Building

The XI-XII-REIT Joint Venture purchased the Sprint Building on July 2, 1999
for a purchase price of $9,500,000. The Sprint Building, which was built in
1992, is a three-story office building containing 68,900 rentable square feet.

The Sprint Building is leased to Sprint Communications Company L.P.
(Sprint). Sprint is the nation's third largest long distance phone company,
which operates on an all-digital long distance telecommunications network using
state-of-the-art fiber optic and electronic technology. Sprint reported a net
worth, as of December 31, 2001, of approximately $12.6 billion.

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The Sprint lease commenced in May 1997 and expires in May 2007, subject to
Sprint's right to extend the lease for two additional five-year periods of time.
The annual base rent payable under the Sprint lease is $999,048 through May 18,
2002, and $1,102,404 for the remainder of the lease term. The monthly base rent
payable for each extended term of the Sprint lease will be equal to 95% of the
then-current market rental rate. The average effective annual rental rate per
square foot at the Sprint Building was $15.45 for 2001, $15.44 for 2000 and
1999, the first year of ownership.

The Sprint lease contains a termination option which may be exercised by
Sprint effective as of May 18, 2004 provided that Sprint has not exercised
either expansion option, as described below. Sprint must provide notice to the
XI-XII-REIT Joint Venture of its intent to exercise its termination option on or
before August 21, 2003. If Sprint exercises its termination option, it will be
required to pay the joint venture a termination payment equal to $6.53 per
square foot, or $450,199.

Sprint also has an expansion option for an additional 20,000 square feet of
office space. If Sprint exercises an expansion option, the XI-XII-REIT Joint
Venture will be required to construct the expansion improvements in accordance
with the specific drawings and plans attached as an exhibit to the Sprint lease.
The joint venture will be required to fund the expansion improvements and to
fund to Sprint a tenant finish allowance of $10 per square foot for the
expansion space.

EYBL CarTex Building

The XI-XII-REIT Joint Venture purchased the EYBL CarTex Building on May 18,
1999 for a purchase price of $5,085,000. The EYBL CarTex Building, which was
built in the 1980's, is a manufacturing and office building consisting of a
total of 169,510 square feet located in Fountain Inn, South Carolina.

The EYBL CarTex Building is leased to EYBL CarTex, Inc. (EYBL CarTex). EYBL
CarTex produces automotive textiles for BMW, Mercedes, GM Bali, VW Mexico and
Golf A4. EYBL CarTex is a wholly-owned subsidiary of EYBL International, AG,
Krems/Austria. EYBL International is the world's largest producer of circular
knit textile products and loop pile plushes for the automotive industry. EYBL
International reported a net worth, as of September 30, 2001, of approximately
$47.1 billion euros (or approximately US $41.5 billion).

The EYBL CarTex lease commenced in March 1998 and expires in February 2008,
subject to EYBL CarTex's right to extend the lease for two additional five-year
periods of time. The monthly base rent payable for each extended term of the
lease will be equal to the fair market rent. In addition, EYBL CarTex has an
option to purchase the EYBL CarTex Building at the expiration of the initial
lease term by giving notice to the landlord by March 1, 2007. The current annual
base rent payable under the EYBL CarTex lease is $550,908. The average effective
annual rental rate per square foot at the EYBL CarTex Building was $3.31 for
2001, 2000 and 1999, the first year of ownership.

Matsushita Building

Wells OP completed construction of the Matsushita Building at an aggregate
cost of $18,431,206, including the cost of the land. The Matsushita Building,
which was built in 2000, is a two-story office building containing 144,906
rentable square feet. Wells OP purchased an 8.8 acre tract of land on March 15,
1999, for a purchase price of $4,450,230.

The Matsushita Building is leased to Matsushita Avionics Systems
Corporation (Matsushita Avionics). Matsushita Avionics is a wholly-owned
subsidiary of Matsushita Electric Corporation of America (Matsushita Electric).
Matsushita Electric, a guarantor of the Matsushita lease, is a wholly-owned
subsidiary of Matsushita Electric Industrial Co., Ltd. (Matsushita Industrial),
a Japanese company

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which is the world's largest consumer electronics manufacturer. Matsushita
Industrial reported a net worth, as of September 30, 2001, of approximately $30
billion.

The Matsushita lease commenced in January 2000 and expires in January 2007.
Matsushita Avionics has the option to extend the initial term of the Matsushita
lease for two successive five-year periods at a rate of 95% of the stated rental
rate. The monthly base rent during the option term shall be adjusted upward at
the beginning of the 24/th/ and 48/th/ month of each option term by an amount
equal to 6% of the monthly base rent payable immediately preceding such period.
The current annual base rent payable for the Matsushita lease is $2,005,464. The
average effective annual rental rate per square foot at the Matsushita Building
was $13.23 for 2001 and $12.80 for 2000, the first year of ownership.

AT&T Pennsylvania Building

Wells OP purchased the AT&T Pennsylvania Building on February 4, 1999 for a
purchase price of $12,291,200. The AT&T Pennsylvania Building, which was built
in 1998, is a four-story office building containing 81,859 rentable square feet
located in Harrisburg, Pennsylvania.

The AT&T Pennsylvania Building is leased to Pennsylvania Cellular Telephone
Corp. (Pennsylvania Telephone), a subsidiary of AT&T Corp. (AT&T), and the
obligations of Pennsylvania Telephone under the Pennsylvania Telephone lease are
guaranteed by AT&T. AT&T is among the world's leading voice and data
communications companies, serving consumers, businesses and governments
worldwide. AT&T has one of the largest digital wireless networks in North
America and is one of the leading suppliers of data and internet services for
businesses. In addition, AT&T offers outsourcing, consulting and
networking-integration to large businesses and is one of the largest direct
internet access service providers for consumers in the United States. AT&T
reported a net worth, as of December 31, 2001, of approximately $51.7 billion.

The Pennsylvania Telephone lease commenced in November 1998 and expires in
November 2008. Pennsylvania Telephone has the option to extend the initial term
of the Pennsylvania Telephone lease for three additional five-year periods and
one additional four year and 11-month period. The annual base rent for each
extended term under the lease will be equal to 93% of the fair market rent. The
fair market rent shall be multiplied by the fair market escalator (which
represents the yearly rate of increases in the fair market rent for the entire
renewal term), if any. The current annual base rent payable for the Pennsylvania
Telephone lease is $1,442,116. The average effective annual rental rate per
square foot at the AT&T Pennsylvania Building was $16.65 for 2001, and $16.69
for 2000 and 1999, the first year of ownership.

In addition, the Pennsylvania Telephone lease contains an option to expand
the premises to create additional office space of not less than 40,000 gross
square feet and not more than 90,000 gross square feet, as well as additional
parking to accommodate such office space. If Pennsylvania Telephone exercises
its option for the expansion improvements, Wells OP will be obligated to expend
the funds necessary to construct the expansion improvements. Pennsylvania
Telephone may exercise its expansion option by delivering written notice to
Wells OP at any time before the last business day of the 96th month of the
initial term of the Pennsylvania Telephone lease.

PwC Building

Wells OP purchased the PwC Building on December 31, 1998 for a purchase
price of $21,127,854. The PwC Building, which was built in 1998, is a four-story
office building containing 130,091 rentable square feet located in Tampa,
Florida. Wells OP purchased the PwC Building subject to

91

a loan from SouthTrust. The SouthTrust loan, which is more particularly
described in the "Real Estate Loans" section of this prospectus, is secured by a
first priority mortgage against the PwC Building.

The PwC Building is leased to PricewaterhouseCoopers (PwC). PwC provides a
full range of business advisory services to leading global, national and local
companies and to public institutions.

The PwC lease commenced in December 1998 and expires in December 2008,
subject to PwC's right to extend the lease for two additional five-year periods
of time. The current annual base rent payable under the PwC lease is $2,093,382.
The base rent escalates at the rate of 3% per year throughout the 10-year lease
term. In addition, PwC is required to pay a "reserve" of $13,009 ($0.10 per
square foot) as additional rent. The average effective annual rental rate per
square foot at the PwC Building was $16.98 for 2001, 2000, and 1999, the first
year of ownership.

The annual base rent for each renewal term under the lease will be equal to
the greater of (1) 90% of the then-current market rent rate for such space
multiplied by the rentable area of the leased premises, or (2) 100% of the base
rent paid during the last lease year of the initial term, or the then-current
renewal term.

In addition, the PwC lease contains an option to expand the premises to
include a second three or four-story building with an amount of square feet up
to a total of 132,000 square feet which, if exercised by PwC, will require Wells
OP to expend funds necessary to construct the expansion building. PwC may
exercise its expansion option at any time prior to the expiration of the initial
term of the PwC lease.

If PwC elects to exercise its expansion option, Wells OP will be required
to expand the parking garage such that a sufficient number of parking spaces, at
least equal to four parking spaces per 1,000 square feet of rentable area, is
maintained. In the event that PwC elects to exercise its expansion option and
Wells OP determines not to proceed with the construction of the expansion
building as described above, or if Wells OP is otherwise required to construct
the expansion building and fails to do so in a timely basis pursuant to the PwC
lease, PwC may exercise its purchase option by giving Wells OP written notice of
such exercise within 30 days after either such event. If PwC properly exercises
its purchase option, PwC must simultaneously deliver a deposit in the amount of
$50,000.

Fairchild Building

The Fremont Joint Venture purchased the Fairchild Building on July 21, 1998
for a purchase price of $8,900,000. The Fairchild Building, which was built in
1985, is a two-story manufacturing and office building containing 50,756
rentable square feet located in Fremont, Alameda County, California.

The Fairchild Building is leased to Fairchild Technologies U.S.A., Inc.
(Fairchild). Fairchild is a global leader in the design and manufacture of
production equipment for semiconductor and compact disk manufacturing. Fairchild
is a wholly-owned subsidiary of the Fairchild Corporation (Fairchild Corp), the
largest aerospace fastener and fastening system manufacturer and one of the
largest independent aerospace parts distributors in the world. The obligations
of Fairchild under the Fairchild lease are guaranteed by Fairchild Corp.
Fairchild Corp. reported a net worth, as of December 30, 2001, of approximately
$403 million.

The Fairchild lease commenced in December 1997 and expires in November
2004, subject to Fairchild's right to extend the Fairchild lease for an
additional five-year period. The base rent during the first year of the extended
term of the Fairchild lease, if exercised by Fairchild, shall be 95% of the
then-fair market rental value of the Fairchild Building subject to the annual 3%
increase adjustments. The current annual base rent payable under the Fairchild
lease is $920,144. The average effective annual

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rental rate per square foot at the Fairchild Building was $15.46 for 2001, 2000,
and 1999, the first year of ownership.

Cort Furniture Building

The Cort Joint Venture purchased the Cort Furniture Building on July 31,
1998 for a purchase price of $6,400,000. The Cort Furniture Building, which was
built in 1975, is a one-story office, showroom and warehouse building containing
52,000 rentable square feet located in Fountain Valley, California.

The Cort Furniture Building is leased to Cort Furniture Rental Corporation
(Cort). Cort uses the Cort Furniture Building as its regional corporate
headquarters with an attached clearance showroom and warehouse storage areas.
Cort is a wholly-owned subsidiary of Cort Business Services Corporation, a
company whose shares are traded on the NYSE (Cort Business Services). Cort
Business Services is the largest and only national provider of high-quality
office and residential rental furniture and related accessories. The obligations
of Cort under the Cort Furniture lease are guaranteed by Cort Business Services.

The Cort lease commenced in November 1988 and expires in October 2003. Cort
has an option to extend the Cort lease for an additional five-year period of
time at 90% of the then-fair market rental value, but will be no less than the
rent in the 15th year of the Cort lease. The current annual base rent payable
under the Cort lease is $834,888 for the remainder of the lease term. The
average effective annual rental rate per square foot at the Cort Building was
$15.30 for 2001, 2000, and 1999, the first year of ownership.

Iomega Building

Wells Fund X originally purchased the Iomega Building on April 1, 1998 for
a purchase price of $5,025,000 and on July 1, 1998, contributed the Iomega
Building to the IX-X-XI-REIT Joint Venture. The Iomega Building is a warehouse
and office building with 108,250 rentable square feet located in Ogden, Utah.

The Iomega Building is leased to Iomega Corporation (Iomega). Iomega, a
company whose shares are traded on the NYSE, is a manufacturer of computer
storage devices used by individuals, businesses, government and educational
institutions, including "Zip" drives and disks, "Jaz" one gigabyte drives and
disks, and tape backup drives and cartridges. Iomega reported a net worth, as of
December 31, 2001, of approximately $378.9 million.

The Iomega lease commenced in August 1996 and expires in April 2009. On
March 1, 2003 and July 1, 2006, the monthly base rent payable under the Iomega
lease will be increased to reflect an amount equal to 100% of the increase in
the Consumer Price Index during the preceding 40 months; provided however, that
in no event shall the base rent be increased with respect to any one year by
more than 6% or by less than 3% per year, compounded annually, on a cumulative
basis from the beginning of the lease term. The current annual base rent payable
under the Iomega lease is $659,868. The average effective annual rental rate per
square foot at the Iomega Building was $6.22 for 2001 and 2000, and $5.18 for
1999, the first year of ownership.

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Interlocken Building

The IX-X-XI-REIT Joint Venture purchased the Interlocken Building on March
20, 1998 for a purchase price of $8,275,000. The Interlocken Building, which was
built in 1996, is a three-story multi-tenant office building containing 51,974
rentable square feet located in Broomfield, Colorado. The aggregate current
annual base rent payable for all tenants of the Interlocken Building is
$849,744. The average effective annual rental rate per square foot at the
Interlocken Building was $16.12 for 2001, $16.23 for 2000, and $15.97 for 1999,
the first year of ownership.

Ohmeda Building

The IX-X-XI-REIT Joint Venture purchased the Ohmeda Building on February
13, 1998 for a purchase price of $10,325,000. The Ohmeda Building, which was
built in 1988, is a two-story office building containing 106,750 rentable square
feet located in Louisville, Colorado.

The Ohmeda Building is leased to Ohmeda, Inc. (Ohmeda). Ohmeda is a medical
supply firm based in Boulder, Colorado and is a worldwide leader in vascular
access and hemodynamic monitoring for hospital patients. On April 13, 1998,
Instrumentarium Corporation, a Finnish company, acquired the division of Ohmeda
that occupies the Ohmeda Building. Instrumentarium is an international health
care company concentrating on selected fields of medical technology
manufacturing, marketing and distribution.

The Ohmeda lease expires in January 2005, subject to Ohmeda's right to
extend the Ohmeda lease for two additional five-year periods of time. The
current annual base rent payable under the Ohmeda lease is $1,004,520. The
average effective annual rental rate per square foot at the Ohmeda Building was
$9.62 for 2001, 2000, and 1999, the first year of ownership.

The Ohmeda lease contains an option to expand the premises by an amount of
square feet up to a total of 200,000 square feet which, if exercised by Ohmeda,
will require the IX-X-XI-REIT Joint Venture to expend funds necessary to acquire
additional land, if necessary, and to construct the expansion space.

Alstom Power Knoxville Building

Wells Fund IX purchased the land and constructed the Alstom Power Knoxville
Building. The Alstom Power Knoxville Building, which was built in 1997, is a
three-story multi-tenant steel-framed office building containing 84,404 square
feet located in Knoxville, Tennessee. Wells Fund IX contributed the Alstom Power
Knoxville Building to the IX-X-XI-REIT Joint Venture on March 26, 1997 and was
credited with making a $7,900,000 capital contribution.

The Alstom Power Knoxville Building is currently leased to Alstom Power,
Inc. (Alstom Power). Alstom Power is the result of the December 30, 1999 merger
between ABB Power Generation, Inc. and ABB Alstom Power, Inc. Alstom Power
reported a net worth, as of March 31, 2001, of approximately $2.1 billion euros
(or approximately US $1.85 billion).

As security for Alstom Power's obligations under its lease, Alstom Power
has provided to the IX-X-XI-REIT Joint Venture an irrevocable standby letter of
credit in accordance with the terms and conditions set forth in the Alstom Power
Knoxville lease. The letter of credit maintained by Alstom Power is required to
be in the amount of $4,000,000 until the seventh anniversary of the rental
commencement date, at which time it will be reduced by $1,000,000 each year
until the end of the lease term.

94

The Alstom Power Knoxville lease commenced in January 1998 and expires in
November 2007. The current annual base rent for the Alstom Power Knoxville lease
is $1,106,520. The average effective annual rental rate per square foot at the
Alstom Power Building was $13.83 for 2001, $14.05 for 2000, and $11.82 for 1999,
the first year of ownership.

Alstom Power has an option to terminate the Alstom Power Knoxville lease as
of the seventh anniversary of the rental commencement date. If Alstom Power
elects to exercise this termination option, Alstom Power is required to pay to
the IX-X-XI-REIT Joint Venture a termination payment. We currently anticipate
that the termination payment that is required to be paid by Alstom Power in the
event it exercises its option to terminate the Alstom Power Knoxville lease on
the seventh anniversary would be approximately $1,800,000 based upon certain
assumptions.

Avaya Building

The Avaya Building was purchased by the IX-X-XI-REIT Joint Venture on June
24, 1998 for a purchase price of $5,504,276. The Avaya Building, which was built
in 1998, is a one-story office building containing 57,186 rentable square feet
located in Oklahoma City, Oklahoma.

The Avaya Building is leased to Avaya, Inc. (Avaya), the former Enterprise
Networks Group of Lucent Technologies Inc. (Lucent Technologies). Lucent
Technologies, the former tenant, assigned the lease to Avaya on September 30,
2000. Lucent Technologies, which was not released from its obligations to pay
rent under the lease, is a telecommunications company which was spun off by AT&T
in April 1996. Avaya reported a net worth, as of December 31, 2001, of
approximately $452 million. Lucent reported a net worth, as of September 29,
2001, of approximately $1.86 billion.

The Avaya lease commenced in January 1998 and expires in January 2008. The
current annual base rent payable under the Avaya lease is $536,977. The average
effective annual rental rate per square foot at the Avaya Building was $10.19
for 2001, 2000, 1999 and 1998, the first year of ownership. Under the Avaya
lease, Avaya also has an option to terminate the Avaya lease on the seventh
anniversary of the rental commencement date. If Avaya elects to exercise its
option to terminate the Avaya lease, Avaya would be required to pay a
termination payment anticipated to be approximately $1,339,000.

Property Management Fees

Wells Management, our Property Manager, has been retained to manage and
lease all of our properties. Except as set forth below, we pay management and
leasing fees to Wells Management in an amount equal to the lesser of: (A) 4.5%
of gross revenues, or (B) 0.6% of the net asset value of the properties
(excluding vacant properties) owned by the Wells REIT, calculated on an annual
basis. For purposes of this calculation, net asset value shall be defined as the
excess of (1) the aggregate of the fair market value of all properties owned by
the Wells REIT (excluding vacant properties), over (2) the aggregate outstanding
debt of the Wells REIT (excluding debts having maturities of one year or less).
In addition, we may pay Wells Management a separate fee for the one-time initial
rent-up or leasing-up of newly constructed properties in an amount not to exceed
the fee customarily charged in arm's length transactions by others rendering
similar services in the same geographic area for similar properties as
determined by a survey of brokers and agents in such area (customarily equal to
the first month's rent).

Wells Management has also been retained to manage and lease all of the
properties currently owned by the IX-X-XI-REIT Joint Venture and the
VIII-IX-REIT Joint Venture. While both Wells Fund XI and the Wells REIT are
authorized to pay management and leasing fees to Wells Management in the amount
of 4.5% of gross revenues, Wells Fund VIII, Wells Fund IX and Wells Fund X are
authorized to pay aggregate management and leasing fees to Wells Management in
the amount of 6% of gross revenues. Accordingly, a portion of the gross revenues
of these joint ventures will be subject to a

95

6% management and leasing fee and a portion of gross revenues will be subject to
a 4.5% management and leasing fee based upon the respective ownership
percentages of the joint venture partners in each of these two joint ventures.

Wells Management also received or will receive a one-time initial
lease-up fee equal to the first month's rent for the leasing of the Alstom Power
Knoxville Building, the Avaya Building, the Matsushita Building, the Alstom
Power Richmond Building, and the Nissan Project.

Real Estate Loans

SouthTrust Loans

Wells OP has established various secured lines of credit with
SouthTrust Bank, N.A. (SouthTrust) whereby SouthTrust has agreed to lend an
aggregate amount of up to $72,140,000 in connection with its purchase of real
properties. The interest rate on each of these separate lines of credit is an
annual variable rate equal to the London InterBank Offered Rate (LIBOR) for a
30-day period plus 175 basis points. Wells OP will be charged an advance fee of
0.125% of the amount of each advance. As of ____________, 2002, the interest
rate on each of the SouthTrust lines of credit was _____% per annum.

The $32,393,000 SouthTrust Line of Credit

The $32,393,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by first priority mortgages against the Cinemark Building, the Dial
Building and the ASML Building. As of ____________, 2002, the outstanding
principal balance on the $32,393,000 SouthTrust line of credit was
_____________.

The $12,844,000 SouthTrust Line of Credit

The $12,844,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by a first priority mortgage against the PwC Building. As of
_____________, 2002, the outstanding principal balance on the $12,844,000
SouthTrust line of credit was __________________.

The $19,003,000 SouthTrust Line of Credit

The $19,003,000 SouthTrust line of credit requires monthly payments of
interest only and matures on June 10, 2002. This SouthTrust line of credit is
secured by first priority mortgages against the Avnet Building and the Motorola
Tempe Building. As of ____________, 2002, the outstanding principal balance on
the $19,003,000 SouthTrust line of credit was _____________.

The $7,900,000 SouthTrust Line of Credit

Wells LLC - VA originally obtained a loan from SouthTrust Bank, N.A. in
connection with the acquisition, development and construction of the Alstom
Power Richmond Building. After completion of construction, SouthTrust converted
the construction loan into a separate line of credit in the maximum principal
amount of up to $7,900,000. This SouthTrust line of credit requires payments of
interest only and matures on June 10, 2002. The $7,900,000 SouthTrust line of
credit is secured by a first priority mortgage against the Alstom Power Richmond
Building, the Alstom Power Richmond lease and a $4,000,000 letter of credit
issued by Unibank. As of _____________, 2002, the outstanding principal balance
on the $7,900,000 SouthTrust line of credit was $_______________.

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BOA Line of Credit

Wells OP established a secured line of credit in the amount of
$85,000,000 with Bank of America, N.A. (BOA Line of Credit) in connection with
its purchase of real properties. The interest rate on the BOA Line of Credit as
an annual variable rate equal to LIBOR for a 30-day period plus 180 basis
points. The BOA Line of Credit requires monthly payments of interest only and
matures on May 11, 2002. As of __________, 2002, the interest rate on the BOA
Line of Credit was ___% per annum. The BOA Line of Credit is secured by first
priority mortgages against the Marconi Building, the AT&T Pennsylvania Building,
the Motorola Tempe Building, the Matsushita Building, the Metris Tulsa Building
and the Delphi Building. As of _________________, 2002, the outstanding
principal balance on the BOA Line of Credit was ______________.

BOA Construction Loan

Wells OP obtained a construction loan in the amount of $34,200,000 from
Bank of America, N.A. (BOA Loan), to fund the construction of a building on the
Nissan Property located in Irving, Texas. The loan requires monthly payments of
interest only and matures on July 30, 2003. The interest rate on the loan is
fixed at 5.91%. As of ______________, 2002, the outstanding principal balance on
the BOA Loan was $___________. The BOA Loan is secured by a first priority
mortgage on the Nissan Property.

Selected Financial Data

The Company commenced active operations when it received and accepted
subscriptions for a minimum of 125,000 shares on June 5, 1998. The following
sets forth a summary of the selected financial data for the fiscal year ended
December 31, 2001, 2000 and 1999.

2001         2000         1999
------------ ------------ ------------
Total assets                          $753,224,519 $398,550,346 $143,852,290
Total revenues                          49,308,802   23,373,206    6,495,395
Net income                              21,723,967    8,552,967    3,884,649
Net income allocated to Stockholders    21,723,967    8,552,967    3,884,649
Earning per share:
Basic and diluted                     $       0.43 $       0.40 $       0.50
Cash distributions                            0.76         0.73         0.70

Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion and analysis should be read in conjunction
with our accompanying financial statements and the notes thereto.

Forward Looking Statements

This section and other sections in the prospectus contain
forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion
and analysis of the financial condition of the Wells REIT, anticipated capital
expenditures required to complete certain projects, amounts of anticipated cash
distributions to stockholders in the future and certain other matters. Readers
of this prospectus should be aware that there are various factors that could
cause actual results to differ materially from any forward-looking statements
made in this prospectus, which include changes in general economic conditions,
changes in real estate conditions, construction costs which may exceed
estimates, construction delays, increases in interest rates, lease-up risks,
inability to obtain new tenants upon the expiration of existing leases, and the
potential need

97

to fund tenant improvements or other capital expenditures out of operating cash
flow. (See generally "Risk Factors.")

We have made an election under Section 856 (c) of the Internal Revenue
Code (Code) to be taxed as a REIT under the Code beginning with its taxable year
ended December 31, 1999. As a REIT for federal income tax purposes, we generally
will not be subject to Federal income tax on income that we distribute to our
stockholders. If we fail to qualify as a REIT in any taxable year, we will be
subject to federal income tax on our taxable income at regular corporate rates
and will not be permitted to qualify for treatment as a REIT for federal income
tax purposes for four years following the year in which our qualification is
lost. Such an event could materially, adversely affect our net income. However,
we believe that we are organized and operate in a manner, which has enabled us
to qualify for treatment as a REIT for federal income tax purposes during the
year ended December 31, 2001. In addition, we intend to continue to operate the
Wells REIT so as to remain qualified as a REIT for federal income tax purposes.

Liquidity and Capital Resources

General

During the fiscal year ended December 31, 2001, we received aggregate
gross offering proceeds of $522,516,620 from the sale of 52,251,662 shares of
our common stock. After payment of $18,143,307 in acquisition and advisory fees
and acquisition expenses, payment of $58,387,809 in selling commissions and
organization and offering expenses, and common stock redemptions of $4,137,427
pursuant to our share redemption program, we raised net offering proceeds
available for investment in properties of $441,848,077 during 2001.

As of December 31, 2001, we had received aggregate gross offering
proceeds of approximately $837,614,690 from the sale of 83,761,469 shares of our
common stock to 84,002 investors. After payment of $29,122,286 in acquisition
and advisory fees and acquisition expenses, payment of $98,125,735 in selling
commissions and organization and offering expenses, capital contributions to
joint ventures and acquisitions expenditures by Wells OP of $642,106,041 in
property acquisitions, and common stock redemptions of $5,550,396 pursuant to
our share redemption program, we held net offering proceeds of $62,711,000
available for investment in properties, as of December 31, 2001. As of March 25,
2002, we had received aggregate gross offering proceeds of approximately
$1,079,159,524 from the sale of 107,915,952 shares of our common stock to 27,809
investors.

The net increase in cash and cash equivalents during 2001, as compared
to 2000, is primarily the result of raising $522,516,620 in capital
contributions from the sale of 52,251,662 shares of common stock, offset by the
acquisition of nine properties during 2001, and the payment of acquisition and
advisory fees and acquisition expenses, commissions, organization and offering
costs and capital contributions to joint ventures.

As of December 31, 2001, we owned interests in 39 real estate
properties either directly or through interests in joint ventures. These
properties are generating operating cash flow sufficient to cover our operating
expenses and pay dividends to our stockholders. We pay dividends on a quarterly
basis regardless of the frequency with which such distributions are declared.
Dividends will be paid to investors who are stockholders as of the record dates
selected by our board of directors. We currently calculate quarterly dividends
based on the daily record and dividend declaration dates; thus, stockholders are
entitled to receive dividends immediately upon the purchase of shares. Dividends
declared during 2001 and 2000 totaled $.76 per share and $.73 per share,
respectively. Although we can make no

98

assurance, we anticipate that dividend distributions to stockholders will
continue in 2002 at a level at least comparable with 2001 dividend
distributions.

Dividends to be distributed to the stockholders are determined by our
board of directors and are dependent on a number of factors, including funds
available for payment of dividends, financial condition, capital expenditure
requirements and annual distribution requirements in order to maintain our
status as a REIT under the Internal Revenue Code. Operating cash flows are
expected to increase as additional properties are added to our investment
portfolio.

Cash Flows From Operating Activities

Our net cash provided by operating activities was $42,349,342 for 2001,
$7,319,639 for 2000 and $4,008,275 for 1999. The increase in net cash provided
by operating activities was due primarily to the net income generated by
properties acquired during 2000 and 2001.

Cash Flows From Investing Activities

Our net cash used in investing activities was $274,605,735 for 2001,
$249,316,460 for 2000 and $105,394,956 for 1999. The increase in net cash used
in investing activities was due primarily to investments in properties, directly
and through contributions to joint ventures, and the payment of related deferred
project costs.

Cash Flows From Financing Activities

Our net cash provided by financing activities was $303,544,260 for
2001, $243,365,318 for 2000, and $96,337,082 for 1999. The increase in net cash
provided by financing activities was due primarily to the raising of additional
capital offset by the repayment of notes payable. We raised $522,516,620 in
offering proceeds for fiscal year ended December 31, 2001, as compared to
$180,387,220 for fiscal year ended December 31, 2000, and $103,169,490 for
fiscal year ended December 31, 1999. In addition, we received loan proceeds from
financing secured by properties of $110,243,145 and repaid notes payable in the
amount of $229,781,888 for fiscal year ended December 31, 2001.

Results of Operations

As of December 31, 2001, our real estate properties were 100% leased to
tenants. Gross revenues were $49,308,802 for the fiscal year ended December 31,
2001, $23,373,206 for fiscal year ended December 31, 2000 and $6,495,395 for
fiscal year ended December 31, 1999. Gross revenues for the year ended December
31, 2001, 2000 and 1999 were attributable to rental income, interest income
earned on funds we held prior to the investment in properties, and income earned
from joint ventures. The increase in revenues in 2001 was primarily attributable
to the purchase of additional properties during 2000 and 2001. The purchase of
additional properties also resulted in an increase in expenses which totaled
$27,584,835 for the year ended December 31, 2001, $14,820,239 for the year ended
December 31, 2000 and $2,610,746 for the year ended December 31, 1999. Expenses
in 2001, 2000 and 1999 consisted primarily of depreciation, interest expense and
management and leasing fees. Our net income also increased from $3,884,649 for
fiscal year ended December 31, 1999 to $8,552,967 for fiscal year ended December
31, 2000 to $21,723,967 for the year ended December 31, 2001.

99

Property Operations

The following table summarizes the operations of the joint ventures in which we
owned an interest as of December 31, 2001, 2000 and 1999:

Total Revenue                       Net Income                  Well REIT's Share of Net Income
For Years Ended December 31         For Years Ended December 31          For Years Ended December 31
---------------------------------  ----------------------------------  ------------------------------------
2001        2000       1999        2001        2000        1999        2001        2000          1999
----------- ---------- ----------  ----------  ----------  ----------  ----------  ----------   -----------

Fund IX-X-XI-
REIT Joint          $ 4,344,209 $4,388,193 $4,053,042  $2,684,837  $2,669,143  $2,172,244  $   99,649  $   99,177   $  81,501
Venture

Orange County           797,937    795,545    795,545     546,171     568,961     550,952     238,542     248,449     240,585
Joint Venture

Fremont Joint           907,673    902,946    902,946     562,893     563,133     559,174     436,265     436,452     433,383
Venture

Fund XI-XII-REIT
Joint Venture         3,371,067  3,349,186  1,443,503   2,064,911   2,078,556     853,073   1,172,103   1,179,848     488,500

Fund XII-REIT         4,708,467    976,865        N/A   2,611,522     614,250         N/A   1,386,877     305,060         N/A
Joint Venture

Fund VIII-IX-REIT     1,208,724    563,049        N/A     566,840     309,893         N/A      89,779      24,887         N/A
Joint Venture

Fund XIII-REIT          706,373        N/A        N/A     356,355         N/A         N/A     297,745         N/A         N/A
Joint Venture
------------------------------------------------------------------------------------------------------------
$16,044,450 $10,975,78 $7,195,036  $8,977,529  $6,803,936  $4,135,443  $ 3,720,96  $2,293,873  $1,243,969
============================================================================================================

Funds from Operations

Funds from Operations (FFO), as defined by the National Association of Real
Estate Investment Trusts (NAREIT), generally means net income, computed in
accordance with GAAP excluding extraordinary items (as defined by GAAP) and
gains (or losses) from sales of property, plus depreciation and amortization on
real estate assets, and after adjustments for unconsolidated partnerships, joint
ventures and subsidiaries. We believe that FFO is helpful to investors as a
measure of the perforance of an equity REIT. However, our calculation of FFO,
while consistent with NAREIT's definition, may not be comparable to similarly
titled measures presented by other REITs. Adjusted Funds from Operations (AFFO)
is defined as FFO adjusted to exclude the effects of straight-line rent
adjustments, deferred loan cost amortization and other non-cash and/or unusual
items. Neither FFO nor AFFO represent cash generated from operating activities
in accordance with GAAP and should not be considered as alternatives to net
income as an indication of our performance or to cash flows as a measure of
liquidity or ability to make distributions.

100

The following table reflects the calculation of FFO and AFFO for the three years
ended December 31, 2001, 2000, and 1999, respectively:

December 31,     December 31,     December 31,
2001             2000             1999
-------------   --------------    -------------

FUNDS FROM OPERATIONS:
Net income                                  $  21,723,967   $    8,552,967    $   3,884,649
Add:
Depreciation of real assets                  15,344,801        7,743,550        1,726,103
Amortization of deferred leasing costs          303,347          350,991                0
Depreciation and amortization -
unconsolidated partnerships                   3,211,828          852,968          652,167

-------------   --------------    -------------
Funds from operations (FFO)                     40,583,943       17,500,476        6,262,919

Adjustments:
Loan cost amortization                           770,192          232,559            8,921
Straight line rent                            (2,754,877)      (1,650,791)        (847,814)
Straight line rent - unconsolidated
partnerships                                 (543,039)        (245,288)        (140,076)

Lease acquisition fees paid                              0         (152,500)               0
Lease acquisition fees paid-
unconsolidated partnerships                            0           (8,002)            (512)
-------------   --------------    -------------
Adjusted funds from operations              $  38,056,219   $   15,676,454    $   5,283,438
=============   ==============    =============

WEIGHTED AVERAGE SHARES:
BASIC AND DILUTED                               51,081,867       21,616,051        7,769,298
=============   ==============    =============

Inflation

The real estate market has not been affected significantly by inflation
in the past three years due to the relatively low inflation rate. However, there
are provisions in the majority of tenant leases which would protect us from the
impact of inflation. These provisions include reimbursement billings for common
area maintenance charges (CAM), real estate tax and insurance reimbursements on
a per square foot basis, or in some cases, annual reimbursement of operating
expenses above a certain per square foot allowance.

Critical Accounting Policies

Our accounting policies have been established and conform with generally
accepted accounting principles in the United States (GAAP). The preparation of
financial statements in conformity with GAAP requires management to use judgment
in the application of accounting policies, including making estimates and
assumptions. These judgments affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. If our judgment or interpretation of the facts and
circumstances relating to various transactions had been different, it is
possible that different accounting policies would have been applied; thus,
resulting in a different presentation of our financial statements. Below is a
discussion of the accounting policies that we consider to be critical in that
they may require complex judgment in their application or require estimates
about matters which are inherently uncertain.

Straight-Lined Rental Revenues

We recognize rental income generated from all leases on real estate
assets in which we have an ownership interest, either directly or through
investments in joint ventures, on a straight-line basis over the terms of the
respective leases. If a tenant was to encounter financial difficulties in future
periods, the amount recorded as a receivable may not be realized.

101

Operating Cost Reimbursements

We generally bill tenants for operating cost reimbursements, either
directly or through investments in joint ventures, on a monthly basis at amounts
estimated largely based on actual prior period activity and the respective lease
terms. Such billings are generally adjusted on an annual basis to reflect
reimbursements owed to the landlord based on the actual costs incurred during
the period and the respective lease terms. Financial difficulties encountered by
tenants may result in receivables not being realized.

Real Estate

We continually monitor events and changes in circumstances indicating
that the carrying amounts of the real estate assets in which we have an
ownership interest, either directly or through investments in joint ventures,
may not be recoverable. When such events or changes in circumstances are
present, we assess the potential impairment by comparing the fair market value
of the asset, estimated at an amount equal to the future undiscounted operating
cash flows expected to be generated from tenants over the life of the asset and
from its eventual disposition, to the carrying value of the asset. In the event
that the carrying amount exceeds the estimated fair market value, we would
recognize an impairment loss in the amount required to adjust the carrying
amount of the asset to its estimated fair market value. Neither the Wells REIT
nor our joint ventures have recognized impairment losses on real estate assets
in 2001, 2000 or 1999.

Deferred Project Costs

Wells Capital, Inc., our advisor, expects to continue to fund 100% of the
acquisition and advisory fees and acquisition expenses and recognize related
expenses, to the extent that such costs exceed 3.5% of cumulative capital raised
(subject to certain overall limitations described in this prospectus) on our
behalf. We record acquisition and advisory fees and acquisition expenses by
capitalizing deferred project costs and reimbursing our advisor in an amount
equal to 3.5% of cumulative capital raised to date. As we invest our capital
proceeds, deferred project costs are applied to real estate assets, either
directly or through contributions to joint ventures, at an amount equal to 3.5%
of each investment and depreciated over the useful lives of the respective real
estate assets.

Deferred Offering Costs

Our advisor expects to continue to fund 100% of the organization and
offering costs and recognize related expenses, to the extent that such costs
exceed 3% of cumulative capital raised, on our behalf. Organization and offering
costs include items such as legal and accounting fees, marketing and promotional
costs, and printing costs, and specifically exclude sales costs and underwriting
commissions. We record offering costs by accruing deferred offering costs, with
an offsetting liability included in due to affiliates, at an amount equal to the
lesser of 3% of cumulative capital raised to date or actual costs incurred from
third-parties less reimbursements paid to our advisor. As the actual equity is
raised, we reverse the deferred offering costs accrual and recognize a charge to
stockholders' equity upon reimbursing our advisor.

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Prior Performance Summary

The information presented in this section represents the historical
experience of real estate programs managed by Wells Capital, our advisor, and
its affiliates. Investors in the Wells REIT should not assume that they will
experience returns, if any, comparable to those experienced by investors in such
prior Wells real estate programs.

Of the 14 publicly offered real estate limited partnerships in which Leo
F. Wells, III has served as a general partner, 13 of such limited partnerships
have completed their respective offerings. These 13 limited partnerships and the
year in which each of their offerings was completed are:

1.      Wells Real Estate Fund I (1986),
2.      Wells Real Estate Fund II (1988),
3.      Wells Real Estate Fund II-OW (1988),
4.      Wells Real Estate Fund III, L.P. (1990),
5.      Wells Real Estate Fund IV, L.P. (1992),
6.      Wells Real Estate Fund V, L.P. (1993),
7.      Wells Real Estate Fund VI, L.P. (1994),
8.      Wells Real Estate Fund VII, L.P. (1995),
9.      Wells Real Estate Fund VIII, L.P. (1996),
10.      Wells Real Estate Fund IX, L.P. (1996),
11.      Wells Real Estate Fund X, L.P. (1997),
12.      Wells Real Estate Fund XI, L.P. (1998), and
13.      Wells Real Estate Fund XII, L.P. (2001).

In addition to the foregoing real estate limited partnerships, Wells
Capital and its affiliates sponsored the initial public offering of shares of
common stock of the Wells REIT. The initial public offering of the Wells REIT
began on January 30, 1998 and was terminated on December 19, 1999. We received
gross proceeds of approximately $132,181,919 from the sale of approximately
13,218,192 shares in our initial public offering.

We commenced our second public offering of shares of common stock of the
Wells REIT on December 20, 1999 and terminated the second offering on December
19, 2000. We received gross proceeds of approximately $175,229,193 from the sale
of approximately 17,522,919 shares in our second public offering.

We commenced our third public offering of shares of common stock of the
Wells REIT on December 20, 2000. As of ____________, 2002, we had received gross
proceeds of approximately $________________ from the sale of approximately
_________________ shares in our third public offering.

Wells Capital and its affiliates are also currently sponsoring a public
offering of 4,500,000 units on behalf of Wells Real Estate Fund XIII, L.P.
(Wells Fund XIII), a public limited partnership. Wells Fund XIII began its
offering on March 29, 2001 and, as of ___________, 2002, Wells Fund XIII had
raised $_____________ from __________ investors.

The Prior Performance Tables included in the back of this prospectus set
forth information as of the dates indicated regarding certain of these Wells
programs as to (1) experience in raising and investing funds (Table I); (2)
compensation to sponsor (Table II); (3) annual operating results of prior
programs (Table III); and (4) sales or disposals of properties (Table V).

103

In addition to the real estate programs sponsored by Wells Capital and
its affiliates discussed above, they are also sponsoring an index mutual fund
that invests in various REIT stocks known as the Wells S&P REIT Index Fund (REIT
Fund). The REIT Fund is a mutual fund that seeks to provide investment results
corresponding to the performance of the S&P REIT Index by investing in the REIT
stocks included in the S&P REIT Index. The REIT Fund began its offering on
January 12, 1998 and, as of __________, 2002, the REIT Fund had raised
$_____________ from ____________ investors.

Publicly Offered Unspecified Real Estate Programs

Wells Capital and its affiliates have previously sponsored the above
listed 13 publicly offered real estate limited partnerships and are currently
sponsoring Wells Fund XIII offered on an unspecified property or "blind pool"
basis. The total amount of funds raised from investors in the offerings of these
14 publicly offered limited partnerships, as of _________, 2002, was
approximately $_____________, and the total number of investors in such programs
was approximately ____________.

The investment objectives of each of the other Wells programs are
substantially identical to the investment objectives of the Wells REIT.
Substantially all of the proceeds of the offerings of Wells Fund I, Wells Fund
II, Wells Fund II-OW, Wells Fund III, Wells Fund IV, Wells Fund V, Wells Fund
VI, Wells Fund VII, Wells Fund VIII, Wells Fund IX, Wells Fund X, Wells Fund XI
and Wells Fund XII available for investment in real properties have been
invested in properties. As of ______________, 2002, approximately ____% of the
aggregate gross rental income of the 13 publicly offered programs listed above
was derived from tenants which are corporations, each of which at the time of
lease execution had a net worth of at least $100,000,000 or whose lease
obligations were guaranteed by another corporation with a net worth of at least
$100,000,000.

Because of the cyclical nature of the real estate market, decreases in
net income of the public partnerships could occur at any time in the future when
economic conditions decline. No assurance can be made that the Wells programs
will ultimately be successful in meeting their investment objectives. (See "Risk
Factors.")

The aggregate dollar amount of the acquisition and development costs of
the properties purchased by the previously sponsored Wells programs, as of
December 31, 2001, was $_______________ of which $___________ (or approximately
____%) had not yet been expended on the development of certain of the projects
which are still under construction. Of the aggregate amount, approximately ___%
was or will be spent on acquiring or developing office buildings, and
approximately ___% was or will be spent on acquiring or developing shopping
centers. Of the aggregate amount, approximately ____% was or will be spent on
new properties, ___% on existing or used properties and ___% on construction
properties. Following is a table showing a breakdown of the aggregate amount of
the acquisition and development costs of the properties purchased by the Wells
REIT, Wells Fund XIII and the 13 Wells programs listed above as of
______________, 2002:

Type of Property        New              Used              Construction
----------------        ---              ----              ------------

Office Buildings       ___%             ____%                  ____%
Shopping Centers       ___%              ___%                  ____%

Wells Fund I terminated its offering on September 5, 1986, and received
gross proceeds of $35,321,000 representing subscriptions from 4,895 limited
partners. $24,679,000 of the gross proceeds were attributable to sales of Class
A Units, and $10,642,000 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund I have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund I owns
interests in the following properties:

104

.    a three-story medical office building in Atlanta, Georgia;

.    a commercial office building in Atlanta, Georgia;

.    a shopping center in Knoxville, Tennessee; and

.    a project consisting of seven office buildings and a shopping center
in Tucker, Georgia.

The prospectus of Wells Fund I provided that the properties purchased by
Wells Fund I would typically be held for a period of eight to 12 years, but that
the general partners may exercise their discretion as to whether and when to
sell the properties owned by Wells Fund I and that the general partners were
under no obligation to sell the properties at any particular time.

Wells Fund I has sold the following properties from its portfolio:

%         Net Sale     Taxable
Date of Sale    Property Name   Ownership    Proceeds       Gain
-------------------------------------------------------------------------
Aug. 31, 2000  Peachtree Place      90%       $  633,694    $205,019
-------------------------------------------------------------------------
Jan. 11, 2001  Crowe's Crossing    100%       $6,569,000    $ 11,496
-------------------------------------------------------------------------
Oct. 1, 2001   Cherokee Commons     24%       $2,037,315    $ 52,461
-------------------------------------------------------------------------

Wells Fund I is in the process of marketing its remaining properties for
sale.

Wells Fund II and Wells Fund II-OW terminated their offerings on September
7, 1988, and received aggregate gross proceeds of $36,870,250 representing
subscriptions from 4,659 limited partners. $28,829,000 of the gross proceeds
were attributable to sales of Class A Units, and $8,041,250 of the gross
proceeds were attributable to sales of Class B Units. Limited partners in Wells
Fund II and Wells Fund II-OW have no right to change the status of their units
from Class A to Class B or vice versa. Wells Fund II and Wells Fund II-OW own
all of their properties through a joint venture, which owns interests in the
following properties:

.    a project consisting of seven office buildings and a shopping
center in Tucker, Georgia;

.    a two-story office building in Charlotte, North Carolina which is
currently unoccupied;

.    a four-story office building in Houston, Texas, three floors of which
are leased to Boeing;

.    a restaurant property in Roswell, Georgia leased to Brookwood Grill of
Roswell, Inc.; and

.    a combined retail and office development in Roswell, Georgia.

The prospectus of Wells Fund II and Wells Fund II-OW provided that the
properties purchased by Wells Fund II and Wells Fund II-OW would typically be
held for a period of eight to 12 years, but that the general partners may
exercise their discretion as to whether and when to sell the properties owned by
Wells Fund II and Wells Fund II-OW and that the partnerships were under no
obligation to sell their properties at any particular time.

105

Wells Fund II and Wells Fund II - OW sold the following property from
its portfolio in 2001:

---------------- ------------------ ----------- ------------- ---------
%        Net Sale     Taxable
Date of Sale      Property Name    Ownership    Proceeds      Gain
---------------- ------------------ ----------- ------------- ---------
Oct. 1, 2001    Cherokee Commons     54%       $4,601,723    $111,419
---------------- ------------------ ----------- ------------- ---------

Wells Fund II and Wells Fund II - OW are in the process of marketing
their remaining properties for sale.

Wells Fund III terminated its offering on October 23, 1990, and
received gross proceeds of $22,206,310 representing subscriptions from 2,700
limited partners. $19,661,770 of the gross proceeds were attributable to sales
of Class A Units, and $2,544,540 of the gross proceeds were attributable to
sales of Class B Units. Limited partners in Wells Fund III have no right to
change the status of their units from Class A to Class B or vice versa. Wells
Fund III owns interests in the following properties:

.    a four-story office building in Houston, Texas, three floors of
which are leased to Boeing;

.    a restaurant property in Roswell, Georgia leased to Brookwood
Grill of Roswell, Inc.;

.    a combined retail and office development in Roswell, Georgia;

.    a two-story office building in Greenville, North Carolina;

.    a shopping center in Stockbridge, Georgia having Kroger as the
anchor tenant; and

.    a two-story office building in Richmond, Virginia leased to
Reciprocal Group.

The prospectus of Wells Fund III provided that the properties purchased
by Wells Fund III would typically be held for a period of eight to 12 years, but
that the general partners may exercise their discretion as to whether and when
to sell the properties owned by Wells Fund III and that they were under no
obligation to sell the properties at any particular time. The general partners
of Wells Fund III have decided to begin the process of positioning the
properties for sale over the next several years.

Wells Fund IV terminated its offering on February 29, 1992, and
received gross proceeds of $13,614,655 representing subscriptions from 1,286
limited partners. $13,229,150 of the gross proceeds were attributable to sales
of Class A Units, and $385,505 of the gross proceeds were attributable to sales
of Class B Units. Limited partners in Wells Fund IV have no right to change the
status of their units from Class A to Class B or vice versa. Wells Fund IV owns
interests in the following properties:

.    a shopping center in Stockbridge, Georgia having Kroger as the
anchor tenant;

.    a four-story office building in Jacksonville, Florida leased to
IBM and Customized Transportation Inc. (CTI);

.    a two-story office building in Richmond, Virginia leased to
Reciprocal Group; and

.    two two-story office buildings in Stockbridge, Georgia.

Wells Fund V terminated its offering on March 3, 1993, and received
gross proceeds of $17,006,020 representing subscriptions from 1,667 limited
partners. $15,209,666 of the gross proceeds were attributable to sales of Class
A Units, and $1,796,354 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund V who purchased Class B Units are
entitled to change

106

the status of their units to Class A, but limited partners who purchased Class A
Units are not entitled to change the status of their units to Class B. After
taking into effect conversion elections made by limited partners subsequent to
their subscription for units, as of December 31, 2001, $15,664,160 of units of
Wells Fund V were treated as Class A Units, and $1,341,860 of units were treated
as Class B Units. Wells Fund V owns interests in the following properties:

.     a four-story office building in Jacksonville, Florida leased to
IBM and CTI;

.     two two-story office buildings in Stockbridge, Georgia;

.     a four-story office building in Hartford, Connecticut leased to
Hartford Fire Insurance Company;

.     restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc., Taco Mac, Dependable Ins and Tokyo Japanese
Steak; and

.     a three-story office building in Appleton, Wisconsin leased to
Jaako Poyry Fluor Daniel.

Wells Fund VI terminated its offering on April 4, 1994, and received
gross proceeds of $25,000,000 representing subscriptions from 1,793 limited
partners. $19,332,176 of the gross proceeds were attributable to sales of Class
A Units, and $5,667,824 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund VI are entitled to change the
status of their units from Class A to Class B and vice versa. After taking into
effect conversion elections made by limited partners subsequent to their
subscription for units, as of December 31, 2001, $22,363,610 of units of Wells
Fund VI were treated as Class A Units, and $2,636,390 of units were treated as
Class B Units. Wells Fund VI owns interests in the following properties:

.     a four-story office building in Hartford, Connecticut leased to
Hartford Fire Insurance Company;

.     restaurant properties in Stockbridge, Georgia leased to Apple
Restaurants, Inc., Taco Mac, Dependable Ins and Tokyo Japanese
Steak;

.     a restaurant and retail building in Stockbridge, Georgia;

.     a shopping center in Stockbridge, Georgia;

.     a three-story office building in Appleton, Wisconsin leased to
Jaako Poyry Fluor Daniel;

.     a combined retail and office development in Roswell, Georgia;

.     a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American
Express Travel Related Services Company, Inc.; and

.     a shopping center in Clemmons, North Carolina having Harris
Teeter, Inc. as the anchor tenant.

The prospectus of Wells Fund VI provided that the properties purchased
by Wells Fund VI would typically be held for a period of eight to 12 years, but
that the general partners may exercise their discretion as to whether and when
to sell the properties owned by Wells Fund VI and that the general partners were
under no obligation to sell the properties at any particular time.

107

Wells Fund VI sold its interest in the following property in 2001:

---------------- ----------------- ---------- -------------- ----------
%        Net Sale     Taxable
Date of Sale     Property Name    Ownership    Proceeds       Gain
---------------- ----------------- ---------- --------------  ---------
Oct. 1, 2001   Cherokee Commons      11%       $903,122     $21,867
---------------- ----------------- ---------- --------------  ---------

Wells Fund VII terminated its offering on January 5, 1995, and received
gross proceeds of $24,180,174 representing subscriptions from 1,910 limited
partners. $16,788,095 of the gross proceeds were attributable to sales of Class
A Units, and $7,392,079 of the gross proceeds were attributable to sales of
Class B Units. Limited partners in Wells Fund VII are entitled to change the
status of their units from Class A to Class B and vice versa. After taking into
effect conversion elections made by limited partners subsequent to their
subscriptions for units, as of December 31, 2001, $20,670,201 of units in Wells
Fund VII were treated as Class A Units, and $3,509,973 of units were treated as
Class B Units. Wells Fund VII owns interests in the following properties:

.    a three-story office building in Appleton, Wisconsin leased to
Jaako Poyry Fluor Daniel;

.    a restaurant and retail building in Stockbridge, Georgia;

.    a shopping center in Stockbridge, Georgia;

.    a combined retail and office development in Roswell, Georgia;

.    a two-story office building in Alachua County, Florida near
Gainesville leased to CH2M Hill, Engineers, Planners, Economists,
Scientists;

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and  American
Express Travel Related Services Company, Inc.;

.    a shopping center in Clemmons, North Carolina having Harris
Teeter, Inc. as the anchor tenant; and

.    a retail development in Clayton County, Georgia.

Wells Fund VII sold its interest in the following property in 2001:

---------------- ----------------- ---------- -------------- ----------
%        Net Sale     Taxable
Date of Sale    Property Name     Ownership    Proceeds       Gain
----------------  ---------------- ---------- --------------  ---------
Oct. 1, 2001   Cherokee Commons      11%       $903,122     $21,867
----------------  ---------------- ---------- --------------  ---------

Wells Fund VIII terminated its offering on January 4, 1996, and
received gross proceeds of $32,042,689 representing subscriptions from 2,241
limited partners. $26,135,339 of the gross proceeds were attributable to sales
of Class A Units, and $5,907,350 were attributable to sales of Class B Units.
Limited partners in Wells Fund VIII are entitled to change the status of their
units from Class A to Class B and vice versa. After taking into effect
conversion elections made by limited partners subsequent to their subscriptions
for units and certain repurchases made by Wells Fund VIII, as of December 31,
2001, $28,065,187 of units in Wells Fund VIII were treated as Class A Units, and
$3,967,502 of units were treated as Class B Units. Wells Fund VIII owns
interests in the following properties:

.    a two-story office building in Alachua County, Florida near
Gainsville leased to CH2M Hill, Engineers, Planners, Economists,
Scientists;

108

.    a four-story office building in Jacksonville, Florida leased to
Bellsouth Advertising and Publishing Corporation and American
Express Travel Related Services Company, Inc.;

.    a shopping center in Clemmons, North Carolina having Harris
Teeter, Inc. as the anchor tenant;

.    a retail development in Clayton County, Georgia;

.    a four-story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;

.    a one-story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;

.    a two-story office building in Orange County, California leased to
Quest Software, Inc.; and

.    a two-story office building in Boulder County, Colorado leased to
Cirrus Logic, Inc.

Wells Fund IX terminated its offering on December 30, 1996, and
received gross proceeds of $35,000,000 representing subscriptions from 2,098
limited partners. $29,359,310 of the gross proceeds were attributable to sales
of Class A Units, and $5,640,690 were attributable to sales of Class B Units.
After taking into effect conversion elections made by limited partners
subsequent to their subscriptions for units, as of December 31, 2001,
$31,364,290 of units in Wells Fund IX were treated as Class A Units, and
$3,635,710 of units were treated as Class B Units. Wells Fund IX owns interests
in the following properties:

.    a one-story office building in Farmers Branch, Texas leased to TCI
Valwood Limited Partnership I;

.    a four-story office building in Madison, Wisconsin leased to US
Cellular, a subsidiary of Bellsouth Corporation;

.    a two-story office building in Orange County, California leased to
Quest Software, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Cirrus Logic, Inc.;

.    a two-story office building in Boulder County, Colorado leased to
Ohmeda, Inc.;

.    a three-story office building in Knox County, Tennessee leased to
Alstom Power, Inc.;

.    a one-story office and warehouse building in Weber County, Utah
leased to Iomega Corporation;

.    a three-story office building in Boulder County, Colorado; and

.    one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.

Certain financial information for Wells Fund IX is summarized below:

--------------------------- ---------------- --------------- ----------------  ---------------- --------------

2001              2000             1999              1998             1997
--------------------------- ---------------- --------------- ----------------  ---------------  --------------
Gross Revenues                $1,874,290         $1,836,768       $1,593,734       $1,561,456      $1,199,300
--------------------------- ---------------- --------------- ----------------  ---------------  --------------
Net Income                    $1,768,474         $1,758,676       $1,490,331       $1,449,955      $1,091,766
--------------------------- ---------------- --------------- ----------------  ---------------  --------------

109

Wells Fund X terminated its offering on December 30, 1997, and received
gross proceeds of $27,128,912 representing subscriptions from 1,806 limited
partners. $21,160,992 of the gross proceeds were contributable to sales of Class
A Units, and $5,967,920 were attributable to sales of Class B Units. After
taking into effect conversion elections made by limited partners subsequent to
their subscriptions for units, as of December 31, 2001, $23,166,181 of units in
Wells Fund X were treated as Class A Units and $3,962,731 of units were treated
as Class B Units. Wells Fund X owns interests in the following properties:

.      a three-story office building in Knox County, Tennessee leased
to Alstom Power, Inc.;

.      a two-story office building in Boulder County, Colorado leased
to Ohmeda, Inc.;

.      a one-story office and warehouse building in Weber County, Utah
leased to Iomega Corporation;

.      a three-story office building in Boulder County, Colorado;

,      a one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.;

.      a one-story office and warehouse building in Orange County,
California leased to Cort Furniture Rental Corporation; and

.      a two-story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.

Certain financial information for Wells Fund X is summarized below:

------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

2001            2000            1999            1998               1997
------------------------------- ---------------- ---------------- --------------- ---------------- ----------------
Gross Revenues                       $1,559,026       $1,557,518      $1,309,281       $1,204,597         $372,507
------------------------------- ---------------- ---------------- --------------- ---------------- ----------------
Net Income                           $1,449,849       $1,476,180      $1,192,318       $1,050,329         $278,025
------------------------------- ---------------- ---------------- --------------- ---------------- ----------------

Wells Fund XI terminated its offering on December 30, 1998, and
received gross proceeds of $16,532,802 representing subscriptions from 1,345
limited partners. $13,029,424 of the gross proceeds were attributable to sales
of Class A Units and $3,503,378 were attributable to sales of Class B Units.
After taking into effect conversion elections made by limited partners
subsequent to their subscriptions for units, as of December 31, 2001,
$13,462,560 of units in Wells Fund XI were treated as Class A Units and
$3,070,242 of units were treated as Class B Units. Wells Fund XI owns interests
in the following properties:

.      a three-story office building in Knox County, Tennessee leased
to Alstom Power, Inc.;

.      a one-story office building in Oklahoma City, Oklahoma leased to
Avaya, Inc.;

.      a two-story office building in Boulder County, Colorado leased
to Ohmeda, Inc.;

.      a three-story office building in Boulder County, Colorado;

.      a one-story office and warehouse building in Weber County, Utah
leased to Iomega Corporation;

.      a one-story office and warehouse building in Orange County,
California leased to Cort Furniture Rental Corporation;

110

.      a two-story office and manufacturing building in Alameda County,
California leased to Fairchild Technologies U.S.A., Inc.;

.      a two-story manufacturing and office building in Greenville
County, South Carolina leased to EYBL CarTex, Inc.;

.      a three-story office building in Johnson County, Kansas leased
to Sprint Communications Company L.P.;

.      a two-story research and development office and warehouse
building in Chester County, Pennsylvania leased to Johnson
Matthey, Inc.; and

.      a two-story office building in Fort Myers, Florida leased to
Gartner Group, Inc.

Certain financial information for Wells Fund XI is summarized below:

---------------- ------------ ------------- ------------- ----------
2001         2000          1999         1998
---------------- ------------ ------------- ------------- ----------
Gross Revenues      $960,676      $975,850      $766,586    $262,729
---------------- ------------ ------------- ------------- ----------
Net Income          $870,350      $895,989      $630,528    $143,295
---------------- ------------ ------------- ------------- ----------

Wells Fund XII terminated its offering on March 21, 2001, and received
gross proceeds of $35,611,192 representing subscriptions from 1,333 limited
partners. $26,888,609 of the gross proceeds were attributable to sales of cash
preferred units and $8,722,583 were attributable to sales of tax preferred.
After taking into effect conversion elections made by limited partners
subsequent to their subscriptions for units, as of December 31, 2001,
$27,786,067 of units in Wells Fund XII were treated as cash preferred units and
$7,825,125 of units were treated as tax preferred units. Wells Fund XII owns
interests in the following properties:

.      a two-story manufacturing and office building in Greenville
County, South Carolina leased to EYBL CarTex, Inc.;

.      a three-story office building in Johnson County, Kansas leased
to Sprint Communications Company L.P.;

.      a two-story research and development office and warehouse
building in Chester County, Pennsylvania leased to Johnson
Matthey, Inc.;

.      a two-story office building in Fort Myers, Florida leased to
Gartner Group, Inc.;

.      a three-story office building in Troy, Michigan leased to
Siemens Automotive Corporation;

.      a one-story office building and a connecting two-story office
building in Oklahoma City, Oklahoma leased to AT&T Corp. and
Jordan Associates, Inc.; and

.      a three-story office building in Brentwood, Tennessee leased to
Comdata Network, Inc.

Certain financial information for Wells Fund XII is summarized below:

---------------- ------------- ------------- -------------
2001         2000          1999
---------------- ------------- ------------- -------------
Gross Revenues     $1,661,194      $929,868      $160,379
---------------- ------------- ------------- -------------
Net Income         $1,555,418      $856,228      $122,817
---------------- ------------- ------------- -------------

111

Wells Fund XIII began its offering on March 29, 2001. As of __________,
2002, Wells Fund XIII had received gross proceeds of $______________
representing subscriptions from __________ limited partners. $_____________ of
the gross proceeds were attributable to sales of cash preferred units and
$______________ were attributable to sales of tax preferred units. Wells Fund
XIII owns interests in the following properties:

.      a two-story office building in Orange Park, Florida leased to
AmeriCredit Financial Services Corporation; and

.      two connected one-story office and assembly buildings in Parker,
Colorado leased to Advanced Digital Information Corporation.

The information set forth above should not be considered indicative of
results to be expected from the Wells REIT.

The foregoing properties in which the above 14 limited partnerships
have invested have all been acquired on an all cash basis.

Leo F. Wells, III and Wells Partners, L.P. are the general partners of
Wells Fund IV, Wells Fund V, Wells Fund VI, Wells Fund VII, Wells Fund VIII,
Wells Fund IX, Wells Fund X, Wells Fund XI and Wells Fund XII. Wells Capital,
which is the general partner of Wells Partners, L.P., and Leo F. Wells, III are
the general partners of Wells Fund I, Wells Fund II, Wells Fund II-OW, Wells
Fund III and Wells Fund XIII.

Potential investors are encouraged to examine the Prior Performance
Tables included in the back of the prospectus for more detailed information
regarding the prior experience of the sponsors. In addition, upon request,
prospective investors may obtain from us without charge copies of offering
materials and any reports prepared in connection with any of the Wells programs,
including a copy of the most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission. For a reasonable fee, we will also furnish
upon request copies of the exhibits to any such Form 10-K. Any such request
should be directed to our secretary. Additionally, Table VI contained in Part II
of the registration statement, which is not part of this prospectus, gives
certain additional information relating to properties acquired by the Wells
programs. We will furnish, without charge, copies of such table upon request.

Federal Income Tax Considerations

General

The following is a summary of material federal income tax
considerations associated with an investment in the shares. This summary does
not address all possible tax considerations that may be material to an investor
and does not constitute tax advice. Moreover, this summary does not deal with
all tax aspects that might be relevant to you, as a prospective stockholder, in
light of your personal circumstances; nor does it deal with particular types of
stockholders that are subject to special treatment under the Internal Revenue
Code, such as insurance companies, tax-exempt organizations, financial
institutions or broker-dealers, or foreign corporations or persons who are not
citizens or residents of the United States (Non-US Stockholders). The Internal
Revenue Code provisions governing the federal income tax treatment of REITs are
highly technical and complex, and this summary is qualified in its entirety by
the express language of applicable Internal Revenue Code provisions, Treasury
Regulations promulgated thereunder and administrative and judicial
interpretations thereof.

112

We urge you, as a prospective investor, to consult your own tax advisor
regarding the specific tax consequences to you of a purchase of shares,
ownership and sale of the shares and of our election to be taxed as a REIT,
including the federal, state, local, foreign and other tax consequences of such
purchase, ownership, sale and election.

Opinion of Counsel

Holland & Knight LLP has acted as our counsel, has reviewed this
summary and is of the opinion that it fairly summarizes the federal income tax
considerations addressed that are material to stockholders. It is also the
opinion of our counsel that it is more likely than not that we qualified to be
taxed as a REIT under the Internal Revenue Code for our taxable year ended
December 31, 2001, provided that we have operated and will continue to operate
in accordance with various assumptions and the factual representations we made
to counsel concerning our business, properties and operations. It must be
emphasized that Holland & Knight LLP's opinion is based on various assumptions
and is conditioned upon the assumptions and representations we made concerning
our business and properties. Moreover, our qualification for taxation as a REIT
depends on our ability to meet the various qualification tests imposed under the
Internal Revenue Code discussed below, the results of which will not be reviewed
by Holland & Knight LLP. Accordingly, we cannot assure you that the actual
results of our operations for any one taxable year will satisfy these
requirements. (See "Risk Factors - Failure to Qualify as a REIT.")

The statements made in this section of the prospectus and in the
opinion of Holland & Knight LLP are based upon existing law and Treasury
Regulations, as currently applicable, currently published administrative
positions of the Internal Revenue Service and judicial decisions, all of which
are subject to change, either prospectively or retroactively. We cannot assure
you that any changes will not modify the conclusions expressed in our counsel's
opinion. Moreover, an opinion of counsel is not binding on the Internal Revenue
Service and we cannot assure you that the Internal Revenue Service will not
successfully challenge our status as a REIT.

Taxation of the Company

If we qualify for taxation as a REIT, we generally will not be subject
to federal corporate income taxes on that portion of our ordinary income or
capital gain that we distribute currently to our stockholders, because the REIT
provisions of the Internal Revenue Code generally allow a REIT to deduct
distributions paid to its stockholders. This substantially eliminates the
federal "double taxation" on earnings (taxation at both the corporate level and
stockholder level) that usually results from an investment in a corporation.

Even if we qualify for taxation as a REIT, however, we will be subject
to federal income taxation as follows:

.        we will be taxed at regular corporate rates on our
undistributed REIT taxable income, including undistributed net
capital gains;

.        under some circumstances, we will be subject to "alternative
minimum tax";

.        if we have net income from the sale or other disposition of
"foreclosure property" that is held primarily for sale to
customers in the ordinary course of business or other
non-qualifying income from foreclosure property, we will be
subject to tax at the highest corporate rate on that income;

113

.        if we have net income from prohibited transactions (which are,
in general, sales or other dispositions of property other than
foreclosure property held primarily for sale to customers in
the ordinary course of business), the income will be subject
to a 100% tax;

.        if we fail to satisfy either of the 75% or 95% gross income
tests (discussed below) but have nonetheless maintained our
qualification as a REIT because certain conditions have been
met, we will be subject to a 100% tax on an amount equal to
the greater of the amount by which we fail the 75% or 95% test
multiplied by a fraction calculated to reflect our
profitability;

.        if we fail to distribute during each year at least the sum of
(1) 85% of our REIT ordinary income for the year, (2) 95% of
our REIT capital gain net income for such year, and (3) any
undistributed taxable income from prior periods, we will be
subject to a 4% excise tax on the excess of the required
distribution over the amounts actually distributed; and

.        if we acquire any asset from a C corporation (i.e., a
corporation generally subject to corporate-level tax) in a
carryover-basis transaction and we subsequently recognize gain
on the disposition of the asset during the 10-year period
beginning on the date on which we acquired the asset, then a
portion of the gains may be subject to tax at the highest
regular corporate rate, pursuant to guidelines issued by the
Internal Revenue Service (Built-In-Gain Rules).

Requirements for Qualification as a REIT

We elected to be taxable as a REIT for our taxable year ended December
31, 1998. In order for us to qualify as a REIT, however, we had to meet and we
must continue to meet the requirements discussed below relating to our
organization, sources of income, nature of assets and distributions of income to
our stockholders.

Organizational Requirements

In order to qualify for taxation as a REIT under the Internal Revenue
Code, we must:

.        be a domestic corporation;

.        elect to be taxed as a REIT and satisfy relevant filing and
other administrative requirements;

.        be managed by one or more trustees or directors;

.        have transferable shares;

.        not be a financial institution or an insurance company;

.        use a calendar year for federal income tax purposes;

.        have at least 100 stockholders for at least 335 days of each
taxable year of 12 months; and

.        not be closely held.

114

As a Maryland corporation, we satisfy the first requirement, and we
have filed an election to be taxed as a REIT with the IRS. In addition, we are
managed by a board of directors, we have transferable shares and we do not
intend to operate as a financial institution or insurance company. We utilize
the calendar year for federal income tax purposes, and we have more than 100
stockholders. We would be treated as closely held only if five or fewer
individuals or certain tax-exempt entities own, directly or indirectly, more
than 50% (by value) of our shares at any time during the last half of our
taxable year. For purposes of the closely-held test, the Internal Revenue Code
generally permits a look-through for pension funds and certain other tax-exempt
entities to the beneficiaries of the entity to determine if the REIT is closely
held. Five or fewer individuals or tax-exempt entities have never owned more
than 50% of our outstanding shares during the last half of any taxable year.

We are authorized to refuse to transfer our shares to any person if the
sale or transfer would jeopardize our ability to satisfy the REIT ownership
requirements. There can be no assurance that a refusal to transfer will be
effective. However, based on the foregoing, we should currently satisfy the
organizational requirements, including the share ownership requirements.
Notwithstanding compliance with the share ownership requirements outlined above,
tax-exempt stockholders may be required to treat all or a portion of their
distributions from us as "unrelated business taxable income" if tax-exempt
stockholders, in the aggregate, exceed certain ownership thresholds set forth in
the Internal Revenue Code. (See "Taxation of Tax-Exempt Stockholders.")

Ownership of Interests in Partnerships and Qualified REIT Subsidiaries

In the case of a REIT that is a partner in a partnership, Treasury
Regulations provide that the REIT is deemed to own its proportionate share,
based on its interest in partnership capital, of the assets of the partnership
and is deemed to have earned its allocable share of partnership income. Also, if
a REIT owns a qualified REIT subsidiary, which is defined as a corporation
wholly-owned by a REIT, the REIT will be deemed to own all of the subsidiary's
assets and liabilities and it will be deemed to be entitled to treat the income
of that subsidiary as its own. In addition, the character of the assets and
gross income of the partnership or qualified REIT subsidiary shall retain the
same character in the hands of the REIT for purposes of satisfying the gross
income tests and asset tests set forth in the Internal Revenue Code.

Operational Requirements - Gross Income Tests

To maintain our qualification as a REIT, we must satisfy annually two
gross income requirements.

.        At least 75% of our gross income, excluding gross income from
prohibited transactions, for each taxable year must be derived
directly or indirectly from investments relating to real
property or mortgages on real property. Gross income includes
"rents from real property" and, in some circumstances,
interest, but excludes gross income from dispositions of
property held primarily for sale to customers in the ordinary
course of a trade or business. Such dispositions are referred
to as "prohibited transactions." This is the 75% Income Test.

.        At least 95% of our gross income, excluding gross income from
prohibited transactions, for each taxable year must be derived
from the real property investments described above and from
distributions, interest and gains from the sale or disposition
of stock or securities or from any combination of the
foregoing. This is the 95% Income Test.

115

.        The rents we receive or that we are deemed to receive qualify
as "rents from real property" for purposes of satisfying the
gross income requirements for a REIT only if the following
conditions are met:

.        the amount of rent received from a tenant generally
must not be based in whole or in part on the income
or profits of any person, however, an amount received
or accrued generally will not be excluded from the
term "rents from real property" solely by reason of
being based on a fixed percentage or percentages of
gross receipts or sales;

.        rents received from a tenant will not qualify as
"rents from real property" if an owner of 10% or more
of the REIT directly or constructively owns 10% or
more of the tenant (a "Related Party Tenant") or a
subtenant of the tenant (in which case only rent
attributable to the subtenant is disqualified);

.        if rent attributable to personal property leased in
connection with a lease of real property is greater
than 15% of the total rent received under the lease,
then the portion of rent attributable to the personal
property will not qualify as "rents from real
property"; and

.        the REIT must not operate or manage the property or
furnish or render services to tenants, other than
through an "independent contractor" who is adequately
compensated and from whom the REIT does not derive
any income. However, a REIT may provide services with
respect to its properties, and the income derived
therefrom will qualify as "rents from real property,"
if the services are "usually or customarily rendered"
in connection with the rental of space only and are
not otherwise considered "rendered to the occupant."
Even if the services with respect to a property are
impermissible tenant services, the income derived
therefrom will qualify as "rents from real property"
if such income does not exceed one percent of all
amounts received or accrued with respect to that
property.

Prior to the making of investments in properties, we may satisfy the
75% Income Test and the 95% Income Test by investing in liquid assets such as
government securities or certificates of deposit, but earnings from those types
of assets are qualifying income under the 75% Income Test only for one year from
the receipt of proceeds. Accordingly, to the extent that offering proceeds have
not been invested in properties prior to the expiration of this one year period,
in order to satisfy the 75% Income Test, we may invest the offering proceeds in
less liquid investments such as mortgage-backed securities, maturing mortgage
loans purchased from mortgage lenders or shares in other REITs. We expect to
receive proceeds from the offering in a series of closings and to trace those
proceeds for purposes of determining the one year period for "new capital
investments." No rulings or regulations have been issued under the provisions of
the Internal Revenue Code governing "new capital investments," however, so that
there can be no assurance that the Internal Revenue Service will agree with this
method of calculation.

Except for amounts received with respect to certain investments of cash
reserves, we anticipate that substantially all of our gross income will be from
sources that will allow us to satisfy the income tests described above; however,
we can make no assurance in this regard.

Notwithstanding our failure to satisfy one or both of the 75% Income
and the 95% Income Tests for any taxable year, we may still qualify as a REIT
for that year if we are eligible for relief under specific provisions of the
Internal Revenue Code. These relief provisions generally will be available if:

116

.        our failure to meet these tests was due to reasonable cause
and not due to willful neglect;

.        we attach a schedule of our income sources to our federal
income tax return; and

.        any incorrect information on the schedule is not due to fraud
with intent to evade tax.

It is not possible, however, to state whether, in all circumstances, we would be
entitled to the benefit of these relief provisions. For example, if we fail to
satisfy the gross income tests because nonqualifying income that we
intentionally earn exceeds the limits on this income, the Internal Revenue
Service could conclude that our failure to satisfy the tests was not due to
reasonable cause. As discussed above in "Taxation of the Company," even if these
relief provisions apply, a tax would be imposed with respect to the excess net
income.

Operational Requirements - Asset Tests

At the close of each quarter of our taxable year, we also must satisfy
three tests (Asset Tests) relating to the nature and diversification of our
assets.

.        First, at least 75% of the value of our total assets must be
represented by real estate assets, cash, cash items and
government securities. The term "real estate assets" includes
real property, mortgages on real property, shares in other
qualified REITs and a proportionate share of any real estate
assets owned by a partnership in which we are a partner or of
any qualified REIT subsidiary of ours.

.        Second, no more than 25% of our total assets may be
represented by securities other than those in the 75% asset
class.

.        Third, of the investments included in the 25% asset class, the
value of any one issuer's securities that we own may not
exceed 5% of the value of our total assets. Additionally, we
may not own more than 10% of any one issuer's outstanding
voting securities, or securities having a value of more than
10% of the total value of the outstanding securities of any
one issuer.

These tests must generally be met for any quarter in which we acquire
securities. Further, if we meet the Asset Tests at the close of any quarter, we
will not lose our REIT status for a failure to satisfy the Asset Tests at the
end of a later quarter if such failure occurs solely because of changes in asset
values. If our failure to satisfy the Asset Tests results from an acquisition of
securities or other property during a quarter, we can cure the failure by
disposing of a sufficient amount of nonqualifying assets within 30 days after
the close of that quarter. We maintain, and will continue to maintain, adequate
records of the value of our assets to ensure compliance with the Asset Tests and
will take other action within 30 days after the close of any quarter as may be
required to cure any noncompliance.

Operational Requirements - Annual Distribution Requirement

In order to be taxed as a REIT, we are required to make dividend
distributions, other than capital gain distributions, to our stockholders each
year in the amount of at least 90% of our REIT taxable income (computed without
regard to the dividends paid deduction and our capital gain and subject to
certain other potential adjustments).

While we must generally pay dividends in the taxable year to which they
relate, we may also pay dividends in the following taxable year if (1) they are
declared before we timely file our federal income

117

tax return for the taxable year in question, and if (2) they are paid on or
before the first regular dividend payment date after the declaration.

Even if we satisfy the foregoing dividend distribution requirement and,
accordingly, continue to qualify as a REIT for tax purposes, we will still be
subject to tax on the excess of our net capital gain and our REIT taxable
income, as adjusted, over the amount of dividends distributed to stockholders.

In addition, if we fail to distribute during each calendar year at
least the sum of:

.        85% of our ordinary income for that year;

.        95% of our capital gain net income other than the capital gain
net income which we elect to retain and pay tax on for that
year; and

.        any undistributed taxable income from prior periods;

we will be subject to a 4% excise tax on the excess of the amount of such
required distributions over amounts actually distributed during such year.

We intend to make timely distributions sufficient to satisfy this
requirement; however, we may possibly experience timing differences between (1)
the actual receipt of income and payment of deductible expenses, and (2) the
inclusion of that income. We may also possibly be allocated a share of net
capital gain attributable to the sale of depreciated property that exceeds our
allocable share of cash attributable to that sale.

In such circumstances, we may have less cash than is necessary to meet
our annual distribution requirement or to avoid income or excise taxation on
certain undistributed income. We may find it necessary in such circumstances to
arrange for financing or raise funds through the issuance of additional shares
in order to meet our distribution requirements, or we may make taxable stock
distributions to meet the distribution requirement.

If we fail to satisfy the distribution requirement for any taxable year
by reason of a later adjustment to our taxable income made by the Internal
Revenue Service, we may be able to pay "deficiency dividends" in a later year
and include such distributions in our deductions for dividends paid for the
earlier year. In such event, we may be able to avoid being taxed on amounts
distributed as deficiency dividends, but we would be required in such
circumstances to pay interest to the Internal Revenue Service based upon the
amount of any deduction taken for deficiency dividends for the earlier year.

As noted above, we may also elect to retain, rather than distribute,
our net long-term capital gains. The effect of such an election would be as
follows:

.        we would be required to pay the tax on these gains;

.        stockholders, while required to include their proportionate
share of the undistributed long-term capital gains in income,
would receive a credit or refund for their share of the tax
paid by the REIT; and

.        the basis of a stockholder's shares would be increased by the
amount of our undistributed long-term capital gains (minus the
amount of capital gains tax we pay) included in the
stockholder's long-term capital gains.

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In computing our REIT taxable income, we will use the accrual method of
accounting and depreciate depreciable property under the alternative
depreciation system. We are required to file an annual federal income tax
return, which, like other corporate returns, is subject to examination by the
Internal Revenue Service. Because the tax law requires us to make many judgments
regarding the proper treatment of a transaction or an item of income or
deduction, it is possible that the Internal Revenue Service will challenge
positions we take in computing our REIT taxable income and our distributions.
Issues could arise, for example, with respect to the allocation of the purchase
price of properties between depreciable or amortizable assets and nondepreciable
or non-amortizable assets such as land and the current deductibility of fees
paid to Wells Capital or its affiliates. Were the Internal Revenue Service to
successfully challenge our characterization of a transaction or determination of
our REIT taxable income, we could be found to have failed to satisfy a
requirement for qualification as a REIT. If, as a result of a challenge, we are
determined to have failed to satisfy the distribution requirements for a taxable
year, we would be disqualified as a REIT, unless we were permitted to pay a
deficiency distribution to our stockholders and pay interest thereon to the
Internal Revenue Service, as provided by the Internal Revenue Code. A deficiency
distribution cannot be used to satisfy the distribution requirement, however, if
the failure to meet the requirement is not due to a later adjustment to our
income by the Internal Revenue Service.

Operational Requirements - Recordkeeping

In order to continue to qualify as a REIT, we must maintain certain
records as set forth in applicable Treasury Regulations. Further, we must
request, on an annual basis, certain information designed to disclose the
ownership of our outstanding shares. We intend to comply with such requirements.

Failure to Qualify as a REIT

If we fail to qualify as a REIT for any reason in a taxable year and
applicable relief provisions do not apply, we will be subject to tax (including
any applicable alternative minimum tax) on our taxable income at regular
corporate rates. We will not be able to deduct dividends paid to our
stockholders in any year in which we fail to qualify as a REIT. We also will be
disqualified for the four taxable years following the year during which
qualification was lost unless we are entitled to relief under specific statutory
provisions. (See "Risk Factors - Federal Income Tax Risks.")

Sale-Leaseback Transactions

Some of our investments may be in the form of sale-leaseback
transactions. In most instances, depending on the economic terms of the
transaction, we will be treated for federal income tax purposes as either the
owner of the property or the holder of a debt secured by the property. We do not
expect to request an opinion of counsel concerning the status of any leases of
properties as true leases for federal income tax purposes.

The Internal Revenue Service may take the position that a specific
sale-leaseback transaction, which we treat as a true lease, is not a true lease
for federal income tax purposes but is, instead, a financing arrangement or
loan. We may also structure some sale-leaseback transactions as loans. In this
event, for purposes of the Asset Tests and the 75% Income Test, each such loan
likely would be viewed as secured by real property to the extent of the fair
market value of the underlying property. We expect that, for this purpose, the
fair market value of the underlying property would be determined without taking
into account our lease. If a sale-leaseback transaction were so recharacterized,
we might fail to satisfy the Asset Tests or the Income Tests and, consequently,
lose our REIT status effective with the year

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of recharacterization. Alternatively, the amount of our REIT taxable income
could be recalculated which might also cause us to fail to meet the distribution
requirement for a taxable year.

Taxation of U.S. Stockholders

Definition

In this section, the phrase "U.S. stockholder" means a holder of shares
that for federal income tax purposes:

.        is a citizen or resident of the United States;

.        is a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any
political subdivision thereof;

.        is an estate or trust, the income of which is subject to U.S.
federal income taxation regardless of its source; or

.        a trust if a U.S. court is able to exercise primary
supervision over the administration of the trust and one or
more U.S. persons have the authority to control all
substantial decisions of the trust.

For any taxable year for which we qualify for taxation as a REIT, amounts
distributed to taxable U.S. stockholders will be taxed as described below.

Distributions Generally

Distributions to U.S. stockholders, other than capital gain
distributions discussed below, will constitute dividends up to the amount of our
current or accumulated earnings and profits and will be taxable to the
stockholders as ordinary income. These distributions are not eligible for the
dividends received deduction generally available to corporations. To the extent
that we make a distribution in excess of our current or accumulated earnings and
profits, the distribution will be treated first as a tax-free return of capital,
reducing the tax basis in each U.S. stockholder's shares, and the amount of each
distribution in excess of a U.S. stockholder's tax basis in its shares will be
taxable as gain realized from the sale of its shares. Distributions that we
declare in October, November or December of any year payable to a stockholder of
record on a specified date in any of these months will be treated as both paid
by us and received by the stockholder on December 31 of the year, provided that
we actually pay the distribution no later than January 31 of the following
calendar year. U.S. stockholders may not include any of our losses on their own
federal income tax returns.

We will be treated as having sufficient earnings and profits to treat
as a dividend any distribution by us up to the amount required to be distributed
in order to avoid imposition of the 4% excise tax discussed above. Moreover, any
"deficiency distribution" will be treated as an ordinary or capital gain
distribution, as the case may be, regardless of our earnings and profits. As a
result, stockholders may be required to treat as taxable some distributions that
would otherwise result in a tax-free return of capital.

Capital Gain Distributions

Distributions to U.S. stockholders that we properly designate as
capital gain distributions will be treated as long-term capital gains to the
extent they do not exceed our actual net capital gain, for the taxable year
without regard to the period for which the U.S. stockholder has held his stock.

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Passive Activity Loss and Investment Interest Limitations

Our distributions and any gain you realize from a disposition of shares
will not be treated as passive activity income, and stockholders may not be able
to utilize any of their "passive losses" to offset this income in their personal
tax returns. Our distributions (to the extent they do not constitute a return of
capital) will generally be treated as investment income for purposes of the
limitations on the deduction of investment interest. Net capital gain from a
disposition of shares and capital gain distributions generally will be included
in investment income for purposes of the investment interest deduction
limitations only if, and to the extent, you so elect, in which case any such
capital gains will be taxed as ordinary income.

Certain Dispositions of the Shares

In general, any gain or loss realized upon a taxable disposition of
shares by a U.S. stockholder who is not a dealer in securities will be treated
as long-term capital gain or loss if the shares have been held for more than 12
months and as short-term capital gain or loss if the shares have been held for
12 months or less. If, however, a U.S. stockholder has received any capital
gains distributions with respect to his shares, any loss realized upon a taxable
disposition of shares held for six months or less, to the extent of the capital
gains distributions received with respect to his shares, will be treated as
long-term capital loss. Also, the Internal Revenue Service is authorized to
issue Treasury Regulations that would subject a portion of the capital gain a
U.S. stockholder recognizes from selling his shares or from a capital gain
distribution to a tax at a 25% rate, to the extent the capital gain is
attributable to depreciation previously deducted.

Information Reporting Requirements and Backup Withholding for U.S.
Stockholders

Under some circumstances, U.S. stockholders may be subject to backup
withholding at a rate of 31% on payments made with respect to, or cash proceeds
of a sale or exchange of, our shares. Backup withholding will apply only if the
stockholder:

.        fails to furnish his or her taxpayer identification number
(which, for an individual, would be his or her Social Security
Number);

.        furnishes an incorrect tax identification number;

.        is notified by the Internal Revenue Service that he or she has
failed properly to report payments of interest and
distributions or is otherwise subject to backup withholding;
or

.        under some circumstances, fails to certify, under penalties of
perjury, that he or she has furnished a correct tax
identification number and that (a) he or she has not been
notified by the Internal Revenue Service that he or she is
subject to backup withholding for failure to report interest
and distribution payments or (b) he or she has been notified
by the Internal Revenue Service that he or she is no longer
subject to backup withholding.

Backup withholding will not apply with respect to payments made to some
stockholders, such as corporations and tax-exempt organizations. Backup
withholding is not an additional tax. Rather, the amount of any backup
withholding with respect to a payment to a U.S. stockholder will be allowed as a
credit against the U.S. stockholder's U.S. federal income tax liability and may
entitle the U.S. stockholder to a refund, provided that the required information
is furnished to the Internal Revenue Service. U.S. stockholders should consult
their own tax advisors regarding their qualifications for exemption from backup
withholding and the procedure for obtaining an exemption.

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Treatment of Tax-Exempt Stockholders

Tax-exempt entities such as employee pension benefit trusts, individual
retirement accounts, charitable remainder trusts, etc. generally are exempt from
federal income taxation. Such entities are subject to taxation, however, on any
"unrelated business taxable income" (UBTI), as defined in the Internal Revenue
Code. Our payment of dividends to a tax-exempt employee pension benefit trust or
other domestic tax-exempt stockholder generally will not constitute UBTI to such
stockholder unless such stockholder has borrowed to acquire or carry its shares.

In the event that we are deemed to be "predominately held" by qualified
employee pension benefit trusts that each hold more than 10% (in value) of our
shares, such stockholders would be required to treat a percentage of the
dividend distributions paid to them as UBTI. We would be deemed to be
"predominately held" by such trusts if either (1) one employee pension benefit
trust owns more than 25% in value of our shares, or (2) any group of such
trusts, each owning more than 10% in value of our shares, holds in the aggregate
more than 50% in value of our shares. If either of these ownership thresholds
were ever exceeded, any qualified employee pension benefit trust holding more
than 10% in value of our shares would be subject to tax on that portion of our
dividend distributions made to it which is equal to the percentage of our income
which would be UBTI if we, ourselves, were a qualified trust, rather than a
REIT. We will attempt to monitor the concentration of ownership of employee
pension benefit trusts in our shares, and we do not expect our shares to be
deemed to be "predominately held" by qualified employee pension benefit trusts,
as defined in the Internal Revenue Code, to the extent required to trigger the
treatment of our income as UBTI to such trusts.

For social clubs, voluntary employee benefit associations, supplemental
unemployment benefit trusts and qualified group legal services plans exempt from
federal income taxation under Sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of
the Internal Revenue Code, respectively, income from an investment in our shares
will constitute UBTI unless the stockholder in question is able to deduct
amounts "set aside" or placed in reserve for certain purposes so as to offset
the UBTI generated. Any such organization that is a prospective investor in our
shares should consult its own tax advisor concerning these "set aside" and
reserve requirements.

Special Tax Considerations for Non-U.S. Stockholders

The rules governing U.S. income taxation of non-resident alien
individuals, foreign corporations, foreign partnerships and foreign trusts and
estates (collectively, "Non-U.S. stockholders") are complex. The following
discussion is intended only as a summary of these rules. Non-U.S. stockholders
should consult with their own tax advisors to determine the impact of federal,
state and local income tax laws on an investment in our shares, including any
reporting requirements.

Income Effectively Connected With a U.S. Trade or Business

In general, Non-U.S. stockholders will be subject to regular U.S.
federal income taxation with respect to their investment in our shares if the
income derived therefrom is "effectively connected" with the Non-U.S.
stockholder's conduct of a trade or business in the United States. A corporate
Non-U.S. stockholder that receives income that is (or is treated as) effectively
connected with a U.S. trade or business also may be subject to a branch profits
tax under Section 884 of the Internal Revenue Code, which is payable in addition
to the regular U.S. federal corporate income tax.

The following discussion will apply to Non-U.S. stockholders whose
income derived from ownership of our shares is deemed to be not "effectively
connected" with a U.S. trade or business.

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Distributions Not Attributable to Gain From the Sale or Exchange of a
United States Real Property Interest

A distribution to a Non-U.S. stockholder that is not attributable to
gain realized by us from the sale or exchange of a United States real property
interest and that we do not designate as a capital gain distribution will be
treated as an ordinary income distribution to the extent that it is made out of
current or accumulated earnings and profits. Generally, any ordinary income
distribution will be subject to a U.S. federal income tax equal to 30% of the
gross amount of the distribution unless this tax is reduced by the provisions of
an applicable tax treaty. Any such distribution in excess of our earnings and
profits will be treated first as a return of capital that will reduce each
Non-U.S. stockholder's basis in its shares (but not below zero) and then as gain
from the disposition of those shares, the tax treatment of which is described
under the rules discussed below with respect to dispositions of shares.

Distributions Attributable to Gain From the Sale or Exchange of a
United States Real Property Interest

Distributions to a Non-U.S. stockholder that are attributable to gain
from the sale or exchange of a United States real property interest will be
taxed to a Non-U.S. stockholder under Internal Revenue Code provisions enacted
by the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). Under
FIRPTA, such distributions are taxed to a Non-U.S. stockholder as if the
distributions were gains "effectively connected" with a U.S. trade or business.
Accordingly, a Non-U.S. stockholder will be taxed at the normal capital gain
rates applicable to a U.S. stockholder (subject to any applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals). Distributions subject to FIRPTA also may be subject to a 30%
branch profits tax when made to a corporate Non-U.S. stockholder that is not
entitled to a treaty exemption.

Withholding Obligations With Respect to Distributions to Non-U.S.
Stockholders

Although tax treaties may reduce our withholding obligations, based on
current law, we will generally be required to withhold from distributions to
Non-U.S. stockholders, and remit to the Internal Revenue Service:

.        35% of designated capital gain distributions or, if greater,
35% of the amount of any distributions that could be
designated as capital gain distributions; and

.        30% of ordinary income distributions (i.e., dividends paid out
----
of our earnings and profits).

In addition, if we designate prior distributions as capital gain distributions,
subsequent distributions, up to the amount of the prior distributions, will be
treated as capital gain distributions for purposes of withholding. A
distribution in excess of our earnings and profits will be subject to 30%
withholding if at the time of the distribution it cannot be determined whether
the distribution will be in an amount in excess of our current or accumulated
earnings and profits. If the amount of tax we withhold with respect to a
distribution to a Non-U.S. stockholder exceeds the stockholder's U.S. tax
liability with respect to that distribution, the Non-U.S. stockholder may file a
claim with the Internal Revenue Service for a refund of the excess.

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Sale of Our Shares by a Non-U.S. Stockholder

A sale of our shares by a Non-U.S. stockholder will generally not be
subject to U.S. federal income taxation unless our shares constitute a "United
States real property interest" within the meaning of FIRPTA. Our shares will not
constitute a United States real property interest if we are a "domestically
controlled REIT." A "domestically controlled REIT" is a REIT that at all times
during a specified testing period has less than 50% in value of its shares held
directly or indirectly by Non-U.S. stockholders. We currently anticipate that we
will be a domestically controlled REIT. Therefore, sales of our shares should
not be subject to taxation under FIRPTA. However, we cannot assure you that we
will continue to be a domestically controlled REIT. If we were not a
domestically controlled REIT, whether a Non-U.S. stockholder's sale of our
shares would be subject to tax under FIRPTA as a sale of a United States real
property interest would depend on whether our shares were "regularly traded" on
an established securities market and on the size of the selling stockholder's
interest in us. Our shares currently are not "regularly traded" on an
established securities market.

If the gain on the sale of shares were subject to taxation under
FIRPTA, a Non-U.S. stockholder would be subject to the same treatment as a U.S.
stockholder with respect to the gain, subject to any applicable alternative
minimum tax and a special alternative minimum tax in the case of non-resident
alien individuals. In addition, distributions that are treated as gain from the
disposition of shares and are subject to tax under FIRPTA also may be subject to
a 30% branch profits tax when made to a corporate Non-U.S. stockholder that is
not entitled to a treaty exemption. Under FIRPTA, the purchaser of our shares
may be required to withhold 10% of the purchase price and remit this amount to
the Internal Revenue Service.

Even if not subject to FIRPTA, capital gains will be taxable to a
Non-U.S. stockholder if the Non-U.S. stockholder is a non-resident alien
individual who is present in the United States for 183 days or more during the
taxable year and some other conditions apply, in which case the non-resident
alien individual will be subject to a 30% tax on his or her U.S. source capital
gains.

Recently promulgated Treasury Regulations may alter the procedures for
claiming the benefits of an income tax treaty. Our Non-U.S. stockholders should
consult their tax advisors concerning the effect, if any, of these Treasury
Regulations on an investment in our shares.

Information Reporting Requirements and Backup Withholding for Non-U.S.
Stockholders

Additional issues may arise for information reporting and backup
withholding for Non-U.S. stockholders. Non-U.S. stockholders should consult
their tax advisors with regard to U.S. information reporting and backup
withholding requirements under the Internal Revenue Code.

Statement of Stock Ownership

We are required to demand annual written statements from the record
holders of designated percentages of our shares disclosing the actual owners of
the shares. Any record stockholder who, upon our request, does not provide us
with required information concerning actual ownership of the shares is required
to include specified information relating to his or her shares in his or her
federal income tax return. We also must maintain, within the Internal Revenue
District in which we are required to file our federal income tax return,
permanent records showing the information we have received about the actual
ownership of shares and a list of those persons failing or refusing to comply
with our demand.

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State and Local Taxation

We and any operating subsidiaries we may form may be subject to state
and local tax in states and localities in which we or they do business or own
property. The tax treatment of the Wells REIT, Wells OP, any operating
subsidiaries we may form and the holders of our shares in local jurisdictions
may differ from the federal income tax treatment described above.

Tax Aspects of Our Operating Partnership

The following discussion summarizes certain federal income tax
considerations applicable to our investment in Wells OP, our operating
partnership. The discussion does not cover state or local tax laws or any
federal tax laws other than income tax laws.

Classification as a Partnership

We will be entitled to include in our income a distributive share of
Wells OP's income and to deduct our distributive share of Wells OP's losses only
if Wells OP is classified for federal income tax purposes as a partnership,
rather than as an association taxable as a corporation. Under applicable
Treasury Regulations (Check-the-Box-Regulations), an unincorporated U.S. entity
with at least two members may elect to be classified either as an association
taxable as a corporation or as a partnership. If such an entity fails to make an
election, it generally will be treated as a partnership for federal income tax
purposes. Wells OP intends to be classified as a partnership for federal income
tax purposes and will not elect to be treated as an association taxable as a
corporation under the Check-the-Box-Regulations.

Even though Wells OP will elect to be treated as a partnership for
federal income tax purposes, it may be taxed as a corporation if it is deemed to
be a "publicly traded partnership." A publicly traded partnership is a
partnership whose interests are traded on an established securities market or
are readily tradable on a secondary market (or the substantial equivalent
thereof); provided, that even if the foregoing requirements are met, a publicly
traded partnership will not be treated as a corporation for federal income tax
purposes if at least 90% of such partnership's gross income for a taxable year
consists of "qualifying income" under Section 7704(d) of the Internal Revenue
Code. Qualifying income generally includes any income that is qualifying income
for purposes of the 95% Income Test applicable to REITs (90% Passive-Type Income
Exception). (See "Requirements for Qualification as a REIT - Operational
Requirements - Gross Income Tests.")

Under applicable Treasury Regulations (PTP Regulations), limited safe
harbors from the definition of a publicly traded partnership are provided.
Pursuant to one of those safe harbors (Private Placement Exclusion), interests
in a partnership will not be treated as readily tradable on a secondary market
or the substantial equivalent thereof if (1) all interests in the partnership
were issued in a transaction (or transactions) that was not required to be
registered under the Securities Act of 1933, as amended, and (2) the partnership
does not have more than 100 partners at any time during the partnership's
taxable year. In determining the number of partners in a partnership, a person
owning an interest in a flow-through entity (such as a partnership, grantor
trust or S corporation) that owns an interest in the partnership is treated as a
partner in such partnership only if (a) substantially all of the value of the
owner's interest in the flow-through is attributable to the flow-through
entity's interest (direct or indirect) in the partnership, and (b) a principal
purpose of the use of the flow-through entity is to permit the partnership to
satisfy the 100 partner limitation. Wells OP qualifies for the Private Placement
Exclusion. Further, even if Wells OP were to be considered a publicly traded
partnership under the PTP Regulations because it is deemed to have more than 100
partners, Wells OP should not be treated as a corporation because it should be
eligible for the 90% Passive-Type Income Exception described above.

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We have not requested, and do not intend to request, a ruling from the
Internal Revenue Service that Wells OP will be classified as a partnership for
federal income tax purposes. Holland & Knight LLP is of the opinion, however,
that based on certain factual assumptions and representations, Wells OP will
more likely than not be treated for federal income tax purposes as a partnership
and not as an association taxable as a corporation, or as a publicly traded
partnership. Unlike a tax ruling, however, an opinion of counsel is not binding
upon the Internal Revenue Service, and no assurance can be given that the
Internal Revenue Service will not challenge the status of Wells OP as a
partnership for federal income tax purposes. If such challenge were sustained by
a court, Wells OP would be treated as a corporation for federal income tax
purposes, as described below. In addition, the opinion of Holland & Knight LLP
is based on existing law, which is to a great extent the result of
administrative and judicial interpretation. No assurance can be given that
administrative or judicial changes would not modify the conclusions expressed in
the opinion.

If for any reason Wells OP were taxable as a corporation, rather than a
partnership, for federal income tax purposes, we would not be able to qualify as
a REIT. (See "Federal Income Tax Considerations - Requirements for Qualification
as a REIT - Operational Requirements - Gross Income Tests" and "Requirements for
Qualification as a REIT - Operational Requirements - Asset Tests.") In addition,
any change in Wells OP's status for tax purposes might be treated as a taxable
event, in which case we might incur a tax liability without any related cash
distribution. Further, items of income and deduction of Wells OP would not pass
through to its partners, and its partners would be treated as stockholders for
tax purposes. Consequently, Wells OP would be required to pay income tax at
corporate tax rates on its net income, and distributions to its partners would
constitute dividends that would not be deductible in computing Wells OP's
taxable income.

Income Taxation of the Operating Partnership and its Partners

Partners, Not a Partnership, Subject to Tax. A partnership is not a
taxable entity for federal income tax purposes. As a partner in Wells OP, we
will be required to take into account our allocable share of Wells OP's income,
gains, losses, deductions, and credits for any taxable year of Wells OP ending
within or with our taxable year, without regard to whether we have received or
will receive any distribution from Wells OP.

Partnership Allocations. Although a partnership agreement generally
determines the allocation of income and losses among partners, such allocations
will be disregarded for tax purposes if they do not comply with the provisions
of Section 704(b) of the Internal Revenue Code and the Treasury Regulations
promulgated thereunder. If an allocation is not recognized for federal income
tax purposes, the item subject to the allocation will be reallocated in
accordance with the partners' interests in the partnership, which will be
determined by taking into account all of the facts and circumstances relating to
the economic arrangement of the partners with respect to such item. Wells OP's
allocations of taxable income and loss are intended to comply with the
requirements of Section 704(b) of the Internal Revenue Code and the Treasury
Regulations promulgated thereunder.

Tax Allocations With Respect to Contributed Properties. Pursuant to
Section 704(c) of the Internal Revenue Code, income, gain, loss, and deduction
attributable to appreciated or depreciated property that is contributed to a
partnership in exchange for an interest in the partnership must be allocated for
federal income tax purposes in a manner such that the contributor is charged
with, or benefits from, the unrealized gain or unrealized loss associated with
the property at the time of the contribution. The amount of such unrealized gain
or unrealized loss is generally equal to the difference between the fair market
value of the contributed property at the time of contribution and the adjusted
tax basis of such property at the time of contribution. Under applicable
Treasury Regulations, partnerships

126

are required to use a "reasonable method" for allocating items subject to
Section 704(c) of the Internal Revenue Code and several reasonable allocation
methods are described therein.

Under the partnership agreement for Wells OP, depreciation or
amortization deductions of Wells OP generally will be allocated among the
partners in accordance with their respective interests in Wells OP, except to
the extent that Wells OP is required under Section 704(c) to use a method for
allocating depreciation deductions attributable to its properties that results
in us receiving a disproportionately large share of such deductions. We may
possibly (1) be allocated lower amounts of depreciation deductions for tax
purposes with respect to contributed properties than would be allocated to us if
each such property were to have a tax basis equal to its fair market value at
the time of contribution, and (2) be allocated taxable gain in the event of a
sale of such contributed properties in excess of the economic profit allocated
to us as a result of such sale. These allocations may cause us to recognize
taxable income in excess of cash proceeds received by us, which might adversely
affect our ability to comply with the REIT distribution requirements, although
we do not anticipate that this event will occur. The foregoing principles also
will affect the calculation of our earnings and profits for purposes of
determining which portion of our distributions is taxable as a dividend. The
allocations described in this paragraph may result in a higher portion of our
distributions being taxed as a dividend than would have occurred had we
purchased such properties for cash.

Basis in Operating Partnership Interest. The adjusted tax basis of our
partnership interest in Wells OP generally is equal to (1) the amount of cash
and the basis of any other property contributed to Wells OP by us, (2) increased
by (A) our allocable share of Wells OP's income and (B) our allocable share of
the indebtedness of Wells OP, and (3) reduced, but not below zero, by (A) our
allocable share of Wells OP's loss and (B) the amount of cash distributed to us,
including constructive cash distributions resulting from a reduction in our
share of the indebtedness of Wells OP.

If the allocation of our distributive share of Wells OP's losses would
reduce the adjusted tax basis of our partnership interest in Wells OP below
zero, the recognition of such losses will be deferred until such time as the
recognition of such losses would not reduce our adjusted tax basis below zero.
If a distribution from Wells OP or a reduction in our share of Wells OP's
liabilities (which is treated as a constructive distribution for tax purposes)
would reduce our adjusted tax basis below zero, any such distribution, including
a constructive distribution, would cause us to reorganize taxable income equal
to the amount of such distribution in excess of our adjusted tax basis. The gain
realized by us upon the receipt of any such distribution or constructive
distribution would normally be characterized as capital gain, and if our
partnership interest in Wells OP has been held for longer than the long-term
capital gain holding period (currently one year), the distribution would
constitute long-term capital gain.

Depreciation Deductions Available to the Operating Partnership. Wells
OP will use a portion of contributions made by the Wells REIT from offering
proceeds to acquire interests in properties. Wells OP's initial basis in such
properties for federal income tax purposes generally will be equal to the
purchase price paid by Wells OP. Wells OP plans to depreciate each such
depreciable property for federal income tax purposes under the alternative
depreciation system of depreciation (ADS). Under ADS, Wells OP generally will
depreciate buildings and improvements over a 40-year recovery period using a
straight-line method and a mid-month convention and will depreciate furnishings
and equipment over a 12-year recovery period. To the extent that Wells OP
acquires properties in exchange for units of Wells OP, Wells OP's initial basis
in each such property for federal income tax purposes should be the same as the
transferor's basis in that property on the date of acquisition by Wells OP.
Although the law is not entirely clear, Wells OP generally intends to depreciate
such depreciable property for federal income tax purposes over the same
remaining useful lives and under the same methods used by the transferors of
such properties.

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Sale of the Operating Partnership's Property

Generally, any gain realized by Wells OP on the sale of property held
for more than one year will be long-term capital gain, except for any portion of
such gain that is treated as depreciation or cost recovery recapture. Any gain
recognized by Wells OP upon the disposition of a property will be allocated
among the partners in accordance with their respective percentage interests in
Wells OP.

Our share of any gain realized by Wells OP on the sale of any property
held by Wells OP as inventory or other property held primarily for sale to
customers in the ordinary course of Wells OP's trade or business will be treated
as income from a prohibited transaction that is subject to a 100% penalty tax.
Such prohibited transaction income also may have an adverse effect upon our
ability to satisfy the Income Tests for maintaining our REIT status. (See
"Federal Income Tax Considerations - Requirements for Qualification as a REIT -
Gross Income Tests" above.) We, however, do not presently intend to acquire or
hold or allow Wells OP to acquire or hold any property that represents inventory
or other property held primarily for sale to customers in the ordinary course of
our or Wells OP's trade or business.

ERISA Considerations

The following is a summary of some non-tax considerations associated
with an investment in our shares by a qualified employee pension benefit plan or
an IRA. This summary is based on provisions of ERISA and the Internal Revenue
Code, as amended through the date of this prospectus, and relevant regulations
and opinions issued by the Department of Labor and the Internal Revenue Service.
We cannot assure you that there will not be adverse tax decisions or
legislative, regulatory or administrative changes which would significantly
modify the statements expressed herein. Any such changes may or may not apply to
transactions entered into prior to the date of their enactment.

Each fiduciary of an employee pension benefit plan subject to ERISA,
such as a profit sharing, section 401(k) or pension plan, or of any other
retirement plan or account subject to Section 4975 of the Internal Revenue Code,
such as an IRA (Benefit Plans), seeking to invest plan assets in our shares
must, taking into account the facts and circumstances of such Benefit Plan,
consider, among other matters:

.        whether the investment is consistent with the applicable
provisions of ERISA and the Internal Revenue Code;

.        whether, under the facts and circumstances appertaining to the
Benefit Plan in question, the fiduciary's responsibility to
the plan has been satisfied;

.        whether the investment will produce UBTI to the Benefit Plan
(see "Federal Income Tax Considerations - Treatment of
Tax-Exempt Stockholders"); and

.        the need to value the assets of the Benefit Plan annually.

Under ERISA, a plan fiduciary's responsibilities include the following
duties:

.        to act solely in the interest of plan participants and
beneficiaries and for the exclusive purpose of providing
benefits to them, as well as defraying reasonable expenses of
plan administration;

.        to invest plan assets prudently;

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.        to diversify the investments of the plan unless it is clearly
prudent not to do so;

.        to ensure sufficient liquidity for the plan; and

.        to consider whether an investment would constitute or give
rise to a prohibited transaction under ERISA or the Internal
Revenue Code.

ERISA also requires that the assets of an employee benefit plan be held in trust
and that the trustee, or a duly authorized named fiduciary or investment
manager, have exclusive authority and discretion to manage and control the
assets of the plan.

Prohibited Transactions

Section 406 of ERISA and Section 4975 of the Internal Revenue Code
prohibit specified transactions involving the assets of a Benefit Plan which are
between the plan and any "party in interest" or "disqualified person" with
respect to that Benefit Plan. These transactions are prohibited regardless of
how beneficial they may be for the Benefit Plan. Prohibited transactions include
the sale, exchange or leasing of property, and the lending of money or the
extension of credit, between a Benefit Plan and a party in interest or
disqualified person. The transfer to, or use by or for the benefit of, a party
in interest, or disqualified person of any assets of a Benefit Plan is also
prohibited. A fiduciary of a Benefit Plan also is prohibited from engaging in
self-dealing, acting for a person who has an interest adverse to the plan or
receiving any consideration for its own account from a party dealing with the
plan in a transaction involving plan assets. Furthermore, Section 408 of the
Internal Revenue Code states that assets of an IRA trust may not be commingled
with other property except in a common trust fund or common investment fund.

Plan Asset Considerations

In order to determine whether an investment in our shares by Benefit
Plans creates or gives rise to the potential for either prohibited transactions
or a commingling of assets as referred to above, a fiduciary must consider
whether an investment in our shares will cause our assets to be treated as
assets of the investing Benefit Plans. Neither ERISA nor the Internal Revenue
Code define the term "plan assets," however, U.S. Department of Labor
Regulations provide guidelines as to whether, and under what circumstances, the
underlying assets of an entity will be deemed to constitute assets of a Benefit
Plan when the plan invests in that entity (Plan Assets Regulation). Under the
Plan Assets Regulation, the assets of corporations, partnerships or other
entities in which a Benefit Plan makes an equity investment will generally be
deemed to be assets of the Benefit Plan unless the entity satisfies one of the
exceptions to this general rule. As discussed below, we have received an opinion
of counsel that, based on the Plan Assets Regulation, our underlying assets
should not be deemed to be "plan assets" of Benefit Plans investing in shares,
assuming the conditions set forth in the opinion are satisfied, based upon the
fact that at least one of the specific exemptions set forth in the Plan Assets
Regulation is satisfied, as determined under the criteria set forth below.

Specifically, the Plan Assets Regulation provides that the underlying
assets of REITs will not be treated as assets of a Benefit Plan investing
therein if the interest the Benefit Plan acquires is a "publicly-offered
security." A publicly-offered security must be:

.        sold as part of a public offering registered under the
Securities Act of 1933, as amended, and be part of a class of
securities registered under the Securities Exchange Act of
1934, as amended, within a specified time period;

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.        part of a class of securities that is owned by 100 or more
persons who are independent of the issuer and one another; and

.        "freely transferable."

Our shares are being sold as part of an offering of securities to the
public pursuant to an effective registration statement under the Securities Act,
and are part of a class registered under the Securities Exchange Act. In
addition, we have over 100 independent stockholders. Thus, both the first and
second criterion of the publicly-offered security exception will be satisfied.

Whether a security is "freely transferable" depends upon the particular
facts and circumstances. For example, our shares are subject to certain
restrictions on transferability intended to ensure that we continue to qualify
for federal income tax treatment as a REIT. The regulation provides, however,
that where the minimum investment in a public offering of securities is $10,000
or less, the presence of a restriction on transferability intended to prohibit
transfers which would result in a termination or reclassification of the entity
for state or federal tax purposes will not ordinarily affect a determination
that such securities are "freely transferable." The minimum investment in our
shares is less than $10,000; thus, the restrictions imposed in order to maintain
our status as a REIT should not cause the shares to be deemed not "freely
transferable. "

In the event that our underlying assets were treated by the Department
of Labor as the assets of investing Benefit Plans, our management would be
treated as fiduciaries with respect to each Benefit Plan stockholder, and an
investment in our shares might constitute an ineffective delegation of fiduciary
responsibility to Wells Capital, our advisor, and expose the fiduciary of the
Benefit Plan to co-fiduciary liability under ERISA for any breach by Wells
Capital of the fiduciary duties mandated under ERISA. Further, if our assets are
deemed to be "plan assets," an investment by an IRA in our shares might be
deemed to result in an impermissible commingling of IRA assets with other
property.

If Wells Capital, our advisor, or its affiliates were treated as
fiduciaries with respect to Benefit Plan stockholders, the prohibited
transaction restrictions of ERISA and the Internal Revenue Code would apply to
any transaction involving our assets. These restrictions could, for example,
require that we avoid transactions with entities that are affiliated with us or
our affiliates or restructure our activities in order to obtain an
administrative exemption from the prohibited transaction restrictions.
Alternatively, we might have to provide Benefit Plan stockholders with the
opportunity to sell their shares to us or we might dissolve or terminate.

If a prohibited transaction were to occur, the Internal Revenue Code
imposes an excise tax equal to 15% of the amount involved and authorizes the IRS
to impose an additional 100% excise tax if the prohibited transaction is not
"corrected" in a timely manner. These taxes would be imposed on any disqualified
person who participates in the prohibited transaction. In addition, Wells
Capital and possibly other fiduciaries of Benefit Plan stockholders subject to
ERISA who permitted the prohibited transaction to occur or who otherwise
breached their fiduciary responsibilities, or a non-fiduciary participating in a
prohibited transaction, could be required to restore to the Benefit Plan any
profits they realized as a result of the transaction or breach, and make good to
the Benefit Plan any losses incurred by the Benefit Plan as a result of the
transaction or breach. With respect to an IRA that invests in our shares, the
occurrence of a prohibited transaction involving the individual who established
the IRA, or his or her beneficiary, would cause the IRA to lose its tax-exempt
status under Section 408(e)(2) of the Internal Revenue Code.

We have obtained an opinion from Holland & Knight LLP that our shares
more likely than not constitute "publicly-offered securities" and, accordingly,
it is more likely than not that our underlying assets should not be considered
"plan assets" under the Plan Assets Regulation, assuming the offering

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takes place as described in this prospectus. If our underlying assets are not
deemed to be "plan assets," the problems discussed in the immediately preceding
three paragraphs are not expected to arise.

Other Prohibited Transactions

Regardless of whether the shares qualify for the "publicly-offered
security" exception of the Plan Assets Regulation, a prohibited transaction
could occur if the Wells REIT, Wells Capital, any selected dealer or any of
their affiliates is a fiduciary (within the meaning of Section 3(21) of ERISA)
with respect to any Benefit Plan purchasing the shares. Accordingly, unless an
administrative or statutory exemption applies, shares should not be purchased by
a Benefit Plan with respect to which any of the above persons is a fiduciary. A
person is a fiduciary with respect to a Benefit Plan under Section 3(21) of
ERISA if, among other things, the person has discretionary authority or control
with respect to "plan assets" or provides investment advice for a fee with
respect to "plan assets." Under a regulation issued by the Department of Labor,
a person shall be deemed to be providing investment advice if that person
renders advice as to the advisability of investing in our shares and that person
regularly provides investment advice to the Benefit Plan pursuant to a mutual
agreement or understanding (written or otherwise) (1) that the advice will serve
as the primary basis for investment decisions, and (2) that the advice will be
individualized for the Benefit Plan based on its particular needs.

Annual Valuation

A fiduciary of an employee benefit plan subject to ERISA is required to
determine annually the fair market value of each asset of the plan as of the end
of the plan's fiscal year and to file a report reflecting that value with the
Department of Labor. When the fair market value of any particular asset is not
available, the fiduciary is required to make a good faith determination of that
asset's fair market value assuming an orderly liquidation at the time the
determination is made. In addition, a trustee or custodian of an IRA must
provide an IRA participant with a statement of the value of the IRA each year.
In discharging its obligation to value assets of a plan, a fiduciary subject to
ERISA must act consistently with the relevant provisions of the plan and the
general fiduciary standards of ERISA.

Unless and until our shares are listed on a national securities
exchange or are included for quotation on Nasdaq, it is not expected that a
public market for the shares will develop. To date, neither the Internal Revenue
Service nor the Department of Labor has promulgated regulations specifying how a
plan fiduciary should determine the fair market value of the shares, namely when
the fair market value of the shares is not determined in the marketplace.
Therefore, to assist fiduciaries in fulfilling their valuation and annual
reporting responsibilities with respect to ownership of shares, we intend to
have our advisor prepare annual reports of the estimated value of our shares.
The methodology to be utilized for determining such estimated share values will
be for our advisor to estimate the amount a stockholder would receive if our
properties were sold at their estimated fair market values at the end of the
fiscal year and the proceeds therefrom (without reduction for selling expenses)
were distributed to the stockholders in liquidation. Due to the inordinate
expense involved in obtaining annual appraisals for all of our properties, no
actual appraisals will be obtained; however, in connection with the advisor's
estimated valuations, the advisor will obtain a third party opinion that its
estimates of value are reasonable. We will provide our reports to plan
fiduciaries and IRA trustees and custodians who identify themselves to us and
request this information.

Until December 31, 2002, we intend to use the offering price of shares
as the per share net asset value. Beginning with the year 2003, we will have our
advisor prepare estimated valuations utilizing the methodology described above.
You should be cautioned, however, that such valuations will be estimates only
and will be based upon a number of assumptions which may not be accurate or
complete. As set forth above, we will not obtain appraisals for our properties
and, accordingly, the advisor's estimates

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should not be viewed as an accurate reflection of the fair market value of our
properties, nor will they represent the amount of net proceeds which would
result from an immediate sale of our properties. In addition, property values
are subject to change and can always decline in the future. For these reasons,
our estimated valuations should not be utilized for any purpose other than to
assist plan fiduciaries in fulfilling their valuation and annual reporting
responsibilities. Further, we cannot assure you:

.     that the estimated values we obtain could or will actually be
realized by us or by stockholders upon liquidation (in part
because estimated values do not necessarily indicate the price at
which assets could be sold and because no attempt will be made to
estimate the expenses of selling any of our assets);

.     that stockholders could realize these values if they were to
attempt to sell their shares; or

.     that the estimated values, or the method used to establish
values, would comply with the ERISA or IRA requirements described
above.

Description of Shares

The following description of the shares is not complete but is a
summary of portions of our articles of incorporation and is qualified in its
entirety by reference to our articles of incorporation.

Under our articles of incorporation, we have authority to issue a total
of 500,000,000 shares of capital stock. Of the total shares authorized,
350,000,000 shares are designated as common stock with a par value of $0.01 per
share, 50,000,000 shares are designated as preferred stock with a par value of
$0.01 per share and 100,000,000 shares are designated as shares-in-trust, which
would be issued only in the event we have purchases in excess of the ownership
limits described below.

As of ____________, 2002, approximately ______________ shares of our
common stock were issued and outstanding, and no shares of preferred stock or
shares-in-trust were issued and outstanding.

Common Stock

The holders of common stock are entitled to one vote per share on all
matters voted on by stockholders, including election of our directors. Our
articles of incorporation do not provide for cumulative voting in the election
of our directors. Therefore, the holders of a majority of the outstanding common
shares can elect our entire board of directors. Subject to any preferential
rights of any outstanding series of preferred stock, the holders of common stock
are entitled to such dividends as may be declared from time to time by our board
of directors out of legally available funds and, upon liquidation, are entitled
to receive all assets available for distribution to stockholders. All shares
issued in the offering will be fully paid and non-assessable shares of common
stock. Holders of shares of common stock will not have preemptive rights, which
means that you will not have an automatic option to purchase any new shares that
we issue.

We will not issue certificates for our shares. Shares will be held in
"uncertificated" form which will eliminate the physical handling and safekeeping
responsibilities inherent in owning transferable stock certificates and
eliminate the need to return a duly executed stock certificate to effect a
transfer. Wells Capital, our advisor, acts as our registrar and as the transfer
agent for our shares. Transfers can be effected simply by mailing to Wells
Capital a transfer and assignment form, which we will provide to you at no
charge.

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Preferred Stock

Our articles of incorporation authorize our board of directors to
designate and issue one or more classes or series of preferred stock without
stockholder approval. Our board of directors may determine the relative rights,
preferences and privileges of each class or series of preferred stock so issued,
which may be more beneficial than the rights, preferences and privileges
attributable to the common stock. The issuance of preferred stock could have the
effect of delaying or preventing a change in control of the Wells REIT. Our
board of directors has no present plans to issue preferred stock, but may do so
at any time in the future without stockholder approval.

Meetings and Special Voting Requirements

An annual meeting of the stockholders will be held each year, at least
30 days after delivery of our annual report. Special meetings of stockholders
may be called only upon the request of a majority of our directors, a majority
of the independent directors, the chairman, the president or upon the written
request of stockholders holding at least 10% of the shares. The presence of a
majority of the outstanding shares either in person or by proxy shall constitute
a quorum. Generally, the affirmative vote of a majority of all votes entitled to
be cast is necessary to take stockholder action authorized by our articles of
incorporation, except that a majority of the votes represented in person or by
proxy at a meeting at which a quorum is present is sufficient to elect a
director.

Under Maryland Corporation Law and our articles of incorporation,
stockholders are entitled to vote at a duly held meeting at which a quorum is
present on (1) amendments of our articles of incorporation, (2) a liquidation or
dissolution of the Wells REIT, (3) a reorganization of the Wells REIT, (4) a
merger, consolidation or sale or other disposition of substantially all of our
assets, and (5) a termination of our status as a REIT. Accordingly, any
provision in our articles of incorporation, including our investment objectives,
can be amended by the vote of a majority of our stockholders. Stockholders
voting against any merger or sale of assets are permitted under Maryland
Corporation Law to petition a court for the appraisal and payment of the fair
value of their shares. In an appraisal proceeding, the court appoints appraisers
who attempt to determine the fair value of the stock as of the date of the
stockholder vote on the merger or sale of assets. After considering the
appraisers' report, the court makes the final determination of the fair value to
be paid to the dissenting stockholder and decides whether to award interest from
the date of the merger or sale of assets and costs of the proceeding to the
dissenting stockholders.

Wells Capital, as our advisor, is selected and approved annually by our
directors. While the stockholders do not have the ability to vote to replace
Wells Capital or to select a new advisor, stockholders do have the ability, by
the affirmative vote of a majority of the shares entitled to vote on such
matter, to elect to remove a director from our board.

Stockholders are entitled to receive a copy of our stockholder list
upon request. The list provided by us will include each stockholder's name,
address and telephone number, if available, and number of shares owned by each
stockholder and will be sent within 10 days of the receipt by us of the request.
A stockholder requesting a list will be required to pay reasonable costs of
postage and duplication. We have the right to request that a requesting
stockholder represent to us that the list will not be used to pursue commercial
interests.

In addition to the foregoing, stockholders have rights under Rule 14a-7
under the Securities Exchange Act, which provides that, upon the request of
investors and the payment of the expenses of the distribution, we are required
to distribute specific materials to stockholders in the context of the
solicitation of proxies for voting on matters presented to stockholders or, at
our option, provide requesting

133

stockholders with a copy of the list of stockholders so that the requesting
stockholders may make the distribution of proxies themselves.

Restriction on Ownership of Shares

In order for us to qualify as a REIT, not more than 50% of our
outstanding shares may be owned by any five or fewer individuals, including some
tax-exempt entities. In addition, the outstanding shares must be owned by 100 or
more persons independent of us and each other during at least 335 days of a
12-month taxable year or during a proportionate part of a shorter taxable year.
We may prohibit certain acquisitions and transfers of shares so as to ensure our
continued qualification as a REIT under the Internal Revenue Code. However, we
cannot assure you that this prohibition will be effective.

In order to assist us in preserving our status as a REIT, our articles
of incorporation contain a limitation on ownership that prohibits any person or
group of persons from acquiring, directly or indirectly, beneficial ownership of
more than 9.8% of our outstanding shares. Our articles of incorporation provide
that any transfer of shares that would violate our share ownership limitations
is null and void and the intended transferee will acquire no rights in such
shares, unless the transfer is approved by our board of directors based upon
receipt of information that such transfer would not violate the provisions of
the Internal Revenue Code for qualification as a REIT.

Shares in excess of the ownership limit which are attempted to be
transferred will be designated as "shares-in-trust" and will be transferred
automatically to a trust effective on the day before the reported transfer of
such shares. The record holder of the shares that are designated as
shares-in-trust will be required to submit such number of shares to the Wells
REIT in the name of the trustee of the trust. We will designate a trustee of the
share trust that will not be affiliated with us. We will also name one or more
charitable organizations as a beneficiary of the share trust. Shares-in-trust
will remain issued and outstanding shares and will be entitled to the same
rights and privileges as all other shares of the same class or series. The
trustee will receive all dividends and distributions on the shares-in-trust and
will hold such dividends or distributions in trust for the benefit of the
beneficiary. The trustee will vote all shares-in-trust during the period they
are held in trust.

At our direction, the trustee will transfer the shares-in-trust to a
person whose ownership will not violate the ownership limits. The transfer shall
be made within 20 days of our receipt of notice that shares have been
transferred to the trust. During this 20-day period, we will have the option of
redeeming such shares. Upon any such transfer or redemption, the purported
transferee or holder shall receive a per share price equal to the lesser of (1)
the price per share in the transaction that created such shares-in-trust, or (2)
the market price per share on the date of the transfer or redemption.

Any person who (1) acquires shares in violation of the foregoing
restriction or who owns shares that were transferred to any such trust is
required to give immediate written notice to the Wells REIT of such event, or
(2) transfers or receives shares subject to such limitations is required to give
the Wells REIT 15 days written notice prior to such transaction. In both cases,
such persons shall provide to the Wells REIT such other information as we may
request in order to determine the effect, if any, of such transfer on our status
as a REIT.

The foregoing restrictions will continue to apply until (1) our board
of directors determines it is no longer in our best interest to continue to
qualify as a REIT, and (2) there is an affirmative vote of the majority of
shares entitled to vote on such matter at a regular or special meeting of our
stockholders.

The ownership limit does not apply to an offeror which, in accordance
with applicable federal and state securities laws, makes a cash tender offer,
where at least 85% of the outstanding shares are duly

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tendered and accepted pursuant to the cash tender offer. The ownership limit
also does not apply to the underwriter in a public offering of shares or to a
person or persons so exempted from the ownership limit by our board of directors
based upon appropriate assurances that our qualification as a REIT is not
jeopardized.

Any person who owns 5% or more of the outstanding shares during any
taxable year will be asked to deliver a statement or affidavit setting forth the
number of shares beneficially owned, directly or indirectly.

Dividends

Dividends will be paid on a quarterly basis regardless of the frequency
with which such dividends are declared. Dividends will be paid to investors who
are stockholders as of the record dates selected by our directors. We currently
calculate our quarterly dividends based upon daily record and dividend
declaration dates so our investors will be entitled to be paid dividends
immediately upon their purchase of shares. We then make quarterly dividend
payments following the end of each calendar quarter.

We are required to make distributions sufficient to satisfy the
requirements for qualification as a REIT for tax purposes. Generally, income
distributed as dividends will not be taxable to us under the Internal Revenue
Code if we distribute at least 90% of our taxable income. (See "Federal Income
Tax Considerations - Requirements for Qualification as a REIT.")

Dividends will be declared at the discretion of our board of directors,
in accordance with our earnings, cash flow and general financial condition. Our
board's discretion will be directed, in substantial part, by its obligation to
cause us to comply with the REIT requirements. Because we may receive income
from interest or rents at various times during our fiscal year, dividends may
not reflect our income earned in that particular distribution period but may be
made in anticipation of cash flow which we expect to receive during a later
quarter and may be made in advance of actual receipt of funds in an attempt to
make dividends relatively uniform. We may borrow money, issue new securities or
sell assets in order to make dividend distributions.

We are not prohibited from distributing our own securities in lieu of
making cash dividends to stockholders, provided that the securities distributed
to stockholders are readily marketable. Stockholders who receive marketable
securities in lieu of cash dividends may incur transaction expenses in
liquidating the securities.

Dividend Reinvestment Plan

We currently have a dividend reinvestment plan available that allows
you to have your dividends otherwise distributable to you invested in additional
shares of the Wells REIT.

You may purchase shares under our dividend reinvestment plan for $10
per share until all of the shares registered as part of this offering have been
sold. After this time, we may purchase shares either through purchases on the
open market, if a market then exists, or through an additional issuance of
shares. In any case, the price per share will be equal to the then-prevailing
market price, which shall equal the price on the securities exchange or
over-the-counter market on which such shares are listed at the date of purchase
if such shares are then listed. A copy of our Amended and Restated Dividend
Reinvestment Plan as currently in effect is included as Exhibit B to this
prospectus.

You may elect to participate in the dividend reinvestment plan by
completing the Subscription Agreement, the enrollment form or by other written
notice to the plan administrator. Participation in the

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plan will begin with the next distribution made after receipt of your written
notice. We may terminate the dividend reinvestment plan for any reason at any
time upon 10 days' prior written notice to participants. Your participation in
the plan will also be terminated to the extent that a reinvestment of your
distributions in our shares would cause the percentage ownership limitation
contained in our articles of incorporation to be exceeded.

If you elect to participate in the dividend reinvestment plan and are
subject to federal income taxation, you will incur a tax liability for dividends
allocated to you even though you have elected not to receive the dividends in
cash but rather to have the dividends held pursuant to the dividend reinvestment
plan. Specifically, you will be treated as if you have received the dividend
from us in cash and then applied such dividend to the purchase of additional
shares. You will be taxed on the amount of such dividend as ordinary income to
the extent such dividend is from current or accumulated earnings and profits,
unless we have designated all or a portion of the dividend as a capital gain
dividend.

Share Redemption Program

Prior to the time that our shares are listed on a national securities
exchange, stockholders of the Wells REIT who have held their shares for at least
one year may receive the benefit of limited interim liquidity by presenting for
redemption all or any portion of their shares to us at any time in accordance
with the procedures outlined herein. At that time, we may, subject to the
conditions and limitations described below, redeem the shares presented for
redemption for cash to the extent that we have sufficient funds available to us
to fund such redemption.

If you have held your shares for the required one-year period, you may
redeem your shares for a purchase price equal to the lesser of (1) $10 per
share, or (2) the purchase price per share that you actually paid for your
shares of the Wells REIT. In the event that you are redeeming all of your
shares, shares purchased pursuant to our dividend reinvestment plan may be
excluded from the foregoing one-year holding period requirement, in the
discretion of our board of directors. In addition, for purposes of the one-year
holding period, limited partners of Wells OP who exchange their limited
partnership units for shares in the Wells REIT shall be deemed to have owned
their shares as of the date they were issued their limited partnership units in
Wells OP. Our board of directors reserves the right in its sole discretion at
any time and from time to time to (1) change the purchase price for redemptions,
or (2) otherwise amend the terms of our share redemption program. In addition,
our board of directors has delegated to our officers the right to (1) waive the
one-year holding period in the event of the death or bankruptcy of a stockholder
or other exigent circumstances, or (2) reject any request for redemption at any
time and for any reason.

Redemption of shares, when requested, will be made quarterly on a
first-come, first-served basis. Subject to funds being available, we will limit
the number of shares redeemed pursuant to our share redemption program as
follows: (1) during any calendar year, we will not redeem in excess of 3.0% of
the weighted average number of shares outstanding during the prior calendar
year; and (2) funding for the redemption of shares will come exclusively from
the proceeds we receive from the sale of shares under our dividend reinvestment
plan such that in no event shall the aggregate amount of redemptions under our
share redemption program exceed aggregate proceeds received from the sale of
shares pursuant to our dividend reinvestment plan. The board of directors, in
its sole discretion, may choose to terminate the share redemption program or to
reduce the number of shares purchased under the share redemption program if it
determines the funds otherwise available to fund our share redemption program
are needed for other purposes. (See "Risk Factors - Investment Risks.")

We cannot guarantee that the funds set aside for our share redemption
program will be sufficient to accommodate all requests made in any year. If we
do not have such funds available, at the time when

136

redemption is requested, you can (1) withdraw your request for redemption, or
(2) ask that we honor your request at such time, if any, when sufficient funds
become available. Such pending requests will be honored on a first-come,
first-served basis.

Our share redemption program is only intended to provide interim
liquidity for stockholders until a secondary market develops for the shares. No
such market presently exists, and we cannot assure you that any market for your
shares will ever develop.

The shares we redeem under our share redemption program will be
cancelled, and will be held as treasury stock. We will not resell such shares to
the public unless they are first registered with the Securities and Exchange
Commission (Commission) under the Securities Act of 1933 and under appropriate
state securities laws or otherwise sold in compliance with such laws.

If we terminate, reduce the scope of or otherwise change our share
redemption program, we will disclose the changes in reports filed with the
Commission.

Restrictions on Roll-Up Transactions

In connection with any proposed transaction considered a "Roll-up
Transaction" involving the Wells REIT and the issuance of securities of an
entity (a Roll-up Entity) that would be created or would survive after the
successful completion of the Roll-up Transaction, an appraisal of all properties
shall be obtained from a competent independent appraiser. The properties shall
be appraised on a consistent basis, and the appraisal shall be based on the
evaluation of all relevant information and shall indicate the value of the
properties as of a date immediately prior to the announcement of the proposed
Roll-up Transaction. The appraisal shall assume an orderly liquidation of
properties over a 12-month period. The terms of the engagement of the
independent appraiser shall clearly state that the engagement is for our benefit
and the stockholders. A summary of the appraisal, indicating all material
assumptions underlying the appraisal, shall be included in a report to
stockholders in connection with any proposed Roll-up Transaction.

A "Roll-up Transaction" is a transaction involving the acquisition,
merger, conversion or consolidation, directly or indirectly, of the Wells REIT
and the issuance of securities of a Roll-up Entity. This term does not include:

.     a transaction involving our securities that have been for at
least 12 months listed on a national securities exchange or
included for quotation on Nasdaq; or

.     a transaction involving the conversion to corporate, trust, or
association form of only the Wells REIT if, as a consequence of
the transaction, there will be no significant adverse change in
any of the following: stockholder voting rights; the term of our
existence; compensation to Wells Capital; or our investment
objectives.

In connection with a proposed Roll-up Transaction, the person
sponsoring the Roll-up Transaction must offer to stockholders who vote "no" on
the proposal the choice of:

(1)   accepting the securities of a Roll-up Entity offered in the
proposed Roll-up Transaction; or

(2)   one of the following:

(A)   remaining as stockholders of the Wells REIT and preserving
their interests therein on the same terms and conditions as
existed previously, or

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(B)  receiving cash in an amount equal to the stockholder's pro
rata share of the appraised value of our net assets.

We are prohibited from participating in any proposed Roll-up
Transaction:

.    that would result in the stockholders having democracy rights in
a Roll-up Entity that are less than those provided in our bylaws
and described elsewhere in this prospectus, including rights with
respect to the election and removal of directors, annual reports,
annual and special meetings, amendment of our articles of
incorporation, and dissolution of the Wells REIT;

.    that includes provisions that would operate to materially impede
or frustrate the accumulation of shares by any purchaser of the
securities of the Roll-up Entity, except to the minimum extent
necessary to preserve the tax status of the Roll-up Entity, or
which would limit the ability of an investor to exercise the
voting rights of its securities of the Roll-up Entity on the
basis of the number of shares held by that investor;

.    in which investor's rights to access of records of the Roll-up
Entity will be less than those provided in the section of this
prospectus entitled "Description of Shares - Meetings and Special
Voting Requirements;" or

.    in which any of the costs of the Roll-up Transaction would be
borne by us if the Roll-up Transaction is not approved by the
stockholders.

Business Combinations

Maryland Corporation Law prohibits certain business combinations
between a Maryland corporation and an interested stockholder or the interested
stockholder's affiliate for five years after the most recent date on which the
stockholder becomes an interested stockholder. These provisions of the Maryland
Corporation Law will not apply, however, to business combinations that are
approved or exempted by the board of directors of the corporation prior to the
time that the interested stockholder becomes an interested stockholder. As
permitted by Maryland Corporation Law, we have provided in our articles of
incorporation that the business combination provisions of Maryland Corporation
Law will not apply to transactions involving the Wells REIT.

Control Share Acquisitions

Maryland Corporation Law provides that control shares of a Maryland
corporation acquired in a control share acquisition have no voting rights except
to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter. Shares owned by the acquiror, or by officers or directors who are
employees of the corporation are not entitled to vote on the matter. As
permitted by Maryland Corporation Law, we have provided in our articles of
incorporation that the control share provisions of Maryland Corporation Law will
not apply to transactions involving the Wells REIT.

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The Operating Partnership Agreement

General

Wells Operating Partnership, L.P. (Wells OP) was formed in January 1998
to acquire, own and operate properties on our behalf. It is considered to be an
Umbrella Partnership Real Estate Investment Trust (UPREIT), which structure is
utilized generally to provide for the acquisition of real property from owners
who desire to defer taxable gain otherwise to be recognized by them upon the
disposition of their property. Such owners may also desire to achieve diversity
in their investment and other benefits afforded to owners of stock in a REIT.
For purposes of satisfying the Asset and Income Tests for qualification as a
REIT for tax purposes, the REIT's proportionate share of the assets and income
of an UPREIT, such as Wells OP, will be deemed to be assets and income of the
REIT.

The property owner's goals are accomplished because a property owner
may contribute property to an UPREIT in exchange for limited partnership units
on a tax-deferred basis. Further, Wells OP is structured to make distributions
with respect to limited partnership units which are equivalent to the dividend
distributions made to stockholders of the Wells REIT. Finally, a limited partner
in Wells OP may later exchange his limited partnership units in Wells OP for
shares of the Wells REIT (in a taxable transaction) and, if our shares are then
listed, achieve liquidity for his investment.

Substantially all of our assets are held by Wells OP, and we intend to
make future acquisitions of real properties using the UPREIT structure. The
Wells REIT is the sole general partner of Wells OP and, as of ______________,
2002, owned an approximately 99.___% equity percentage interest in Wells OP.
Wells Capital, our advisor, has contributed $200,000 to Wells OP and is
currently the only limited partner owning the other approximately 0.___% equity
percentage interest in Wells OP. As the sole general partner of Wells OP, we
have the exclusive power to manage and conduct the business of Wells OP.

The following is a summary of certain provisions of the partnership
agreement of Wells OP. This summary is not complete and is qualified by the
specific language in the partnership agreement. You should refer to the
partnership agreement, itself, which we have filed as an exhibit to the
registration statement, for more detail.

Capital Contributions

As we accept subscriptions for shares, we will transfer substantially
all of the net proceeds of the offering to Wells OP as a capital contribution;
however, we will be deemed to have made capital contributions in the amount of
the gross offering proceeds received from investors. Wells OP will be deemed to
have simultaneously paid the selling commissions and other costs associated with
the offering. If Wells OP requires additional funds at any time in excess of
capital contributions made by us and Wells Capital or from borrowing, we may
borrow funds from a financial institution or other lender and lend such funds to
Wells OP on the same terms and conditions as are applicable to our borrowing of
such funds. In addition, we are authorized to cause Wells OP to issue
partnership interests for less than fair market value if we conclude in good
faith that such issuance is in the best interest of Wells OP and the Wells REIT.

Operations

The partnership agreement requires that Wells OP be operated in a
manner that will enable the Wells REIT to (1) satisfy the requirements for being
classified as a REIT for tax purposes, (2) avoid any federal income or excise
tax liability, and (3) ensure that Wells OP will not be classified as a
"publicly traded partnership" for purposes of Section 7704 of the Internal
Revenue Code, which classification could

139

result in Wells OP being taxed as a corporation, rather than as a partnership.
(See "Federal Income Tax Considerations - Tax Aspects of the Operating
Partnership - Classification as a Partnership.")

The partnership agreement provides that Wells OP will distribute cash
flow from operations to the limited partners of Wells OP in accordance with
their relative percentage interests on at least a quarterly basis in amounts
determined by the Wells REIT as general partner such that a holder of one unit
of limited partnership interest in Wells OP will receive the same amount of
annual cash flow distributions from Wells OP as the amount of annual dividends
paid to the holder of one of our shares. Remaining cash from operations will be
distributed to the Wells REIT as the general partner to enable us to make
dividend distributions to our stockholders.

Similarly, the partnership agreement of Wells OP provides that taxable
income is allocated to the limited partners of Wells OP in accordance with their
relative percentage interests such that a holder of one unit of limited
partnership interest in Wells OP will be allocated taxable income for each
taxable year in an amount equal to the amount of taxable income to be recognized
by a holder of one of our shares, subject to compliance with the provisions of
Sections 704(b) and 704(c) of the Internal Revenue Code and corresponding
Treasury Regulations. Losses, if any, will generally be allocated among the
partners in accordance with their respective percentage interests in Wells OP.

Upon the liquidation of Wells OP, after payment of debts and
obligations, any remaining assets of Wells OP will be distributed to partners
with positive capital accounts in accordance with their respective positive
capital account balances. If the Wells REIT were to have a negative balance in
its capital account following a liquidation, it would be obligated to contribute
cash to Wells OP equal to such negative balance for distribution to other
partners, if any, having positive balances in their capital accounts.

In addition to the administrative and operating costs and expenses
incurred by Wells OP in acquiring and operating real properties, Wells OP will
pay all administrative costs and expenses of the Wells REIT and such expenses
will be treated as expenses of Wells OP. Such expenses will include:

.     all expenses relating to the formation and continuity of
existence of the Wells REIT;

.     all expenses relating to the public offering and registration of
securities by the Wells REIT;

.     all expenses associated with the preparation and filing of any
periodic reports by the Wells REIT under federal, state or local
laws or regulations;

.     all expenses associated with compliance by the Wells REIT with
applicable laws, rules and regulations; and

.     all other operating or administrative costs of the Wells REIT
incurred in the ordinary course of its business on behalf of
Wells OP.

Exchange Rights

The limited partners of Wells OP, including Wells Capital, have the
right to cause Wells OP to redeem their limited partnership units for cash equal
to the value of an equivalent number of our shares, or, at our option, we may
purchase their limited partnership units by issuing one share of the Wells REIT
for each limited partnership unit redeemed. These exchange rights may not be
exercised, however, if and to the extent that the delivery of shares upon such
exercise would (1) result in any person owning shares

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in excess of our ownership limits, (2) result in shares being owned by fewer
than 100 persons, (3) result in the Wells REIT being "closely held" within the
meaning of Section 856(h) of the Internal Revenue Code, (4) cause the Wells REIT
to own 10% or more of the ownership interests in a tenant within the meaning of
Section 856(d)(2)(B) of the Internal Revenue Code, or (5) cause the acquisition
of shares by a redeemed limited partner to be "integrated" with any other
distribution of our shares for purposes of complying with the Securities Act of
1933.

Subject to the foregoing, limited partners may exercise their exchange
rights at any time after one year following the date of issuance of their
limited partnership units; provided, however, that a limited partner may not
deliver more than two exchange notices each calendar year and may not exercise
an exchange right for less than 1,000 limited partnership units, unless such
limited partner holds less than 1,000 units, in which case, he must exercise his
exchange right for all of his units.

Transferability of Interests

The Wells REIT may not (1) voluntarily withdraw as the general partner
of Wells OP, (2) engage in any merger, consolidation or other business
combination, or (3) transfer its general partnership interest in Wells OP
(except to a wholly-owned subsidiary), unless the transaction in which such
withdrawal, business combination or transfer occurs results in the limited
partners receiving or having the right to receive an amount of cash, securities
or other property equal in value to the amount they would have received if they
had exercised their exchange rights immediately prior to such transaction or
unless, in the case of a merger or other business combination, the successor
entity contributes substantially all of its assets to Wells OP in return for an
interest in Wells OP and agrees to assume all obligations of the general partner
of Wells OP. The Wells REIT may also enter into a business combination or we may
transfer our general partnership interest upon the receipt of the consent of a
majority-in-interest of the limited partners of Wells OP, other than Wells
Capital. With certain exceptions, the limited partners may not transfer their
interests in Wells OP, in whole or in part, without the written consent of the
Wells REIT as general partner. In addition, Wells Capital may not transfer its
interest in Wells OP as long as it is acting as the advisor to the Wells REIT,
except pursuant to the exercise of its right to exchange limited partnership
units for Wells REIT shares, in which case similar restrictions on transfer will
apply to the REIT shares received by Wells Capital.

Plan of Distribution

General

We are offering a maximum of 300,000,000 shares to the public through
Wells Investment Securities, our Dealer Manager, a registered broker-dealer
affiliated with Wells Capital, our advisor. (See "Conflicts of Interest.") The
shares are being offered at a price of $10.00 per share on a "best efforts"
basis, which means generally that the Dealer Manager will be required to use
only its best efforts to sell the shares and it has no firm commitment or
obligation to purchase any of the shares. We are also offering 30,000,000 shares
for sale pursuant to our dividend reinvestment plan at a price of $10.00 per
share. We reserve the right in the future to reallocate additional shares to our
dividend reinvestment plan out of our public offering shares. An additional
13,200,000 shares are reserved for issuance upon exercise of soliciting dealer
warrants, which are granted to participating broker-dealers based upon the
number of shares they sell. Therefore, a total of 343,200,000 shares are being
registered in this offering.

The offering of shares will terminate on or before _______________,
2004. However, we reserve the right to terminate this offering at any time prior
to such termination date.

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Underwriting Compensation and Terms

Except as provided below, the Dealer Manager will receive selling
commissions of 7.0% of the gross offering proceeds. The Dealer Manager will also
receive 2.5% of the gross offering proceeds in the form of a dealer manager fee
as compensation for acting as the Dealer Manager and for expenses incurred in
connection with marketing our shares and paying the employment costs of the
Dealer Manager's wholesalers. Out of its dealer manager fee, the Dealer Manager
may pay salaries and commissions to its wholesalers of up to 1.0% of gross
offering proceeds. We will not pay referral or similar fees to any accountants,
attorneys or other persons in connection with the distribution of the shares.
Stockholders who elect to participate in the dividend reinvestment plan will be
charged selling commissions and dealer manager fees on shares purchased pursuant
to the dividend reinvestment plan on the same basis as stockholders purchasing
shares other than pursuant to the dividend reinvestment plan.

The Dealer Manager may authorize certain other broker-dealers who are
members of the NASD (Participating Dealers) to sell our shares. In the event of
the sale of shares by such Participating Dealers, the Dealer Manager may reallow
its commissions in the amount of up to 7.0% of the gross offering proceeds to
such Participating Dealers. In addition, the Dealer Manager, in its sole
discretion, may reallow a portion of its dealer manager fee to Participating
Dealers in the aggregate amount of up to 1.5% of gross offering proceeds to be
paid to such Participating Dealers as marketing fees or to reimburse
representatives of such Participating Dealers the costs and expenses of
attending our educational conferences and seminars.

We will also award to the Dealer Manager one soliciting dealer warrant
to Participating Dealers for every 25 shares sold to the public or issued to
stockholders pursuant to our dividend reinvestment plan during the offering
period. The Dealer Manager may retain or reallow these warrants to Participating
Dealers, unless such issuance of soliciting dealer warrants is prohibited by
either federal or state securities laws. The holder of a soliciting dealer
warrant will be entitled to purchase one share from the Wells REIT at a price of
$12 per share during the period beginning on the first anniversary of the
effective date of this offering and ending five years after the effective date
of this offering. Subject to certain exceptions, a soliciting dealer warrant may
not be transferred, assigned, pledged or hypothecated for a period of one year
following the effective date of this offering. The shares issuable upon exercise
of the soliciting dealer warrants are being registered as part of this offering.
For the life of the soliciting dealer warrants, Participating Dealers are given
the opportunity to profit from a rise in the market price for the common stock
without assuming the risk of ownership, with a resulting dilution in the
interest of other stockholders upon exercise of such warrants. In addition,
holders of the soliciting dealer warrants would be expected to exercise such
warrants at a time when we could obtain needed capital by offering new
securities on terms more favorable than those provided by the soliciting dealer
warrants. Exercise of the soliciting dealer warrants is governed by the terms
and conditions detailed in this prospectus and in the Warrant Purchase
Agreement, which is an exhibit to the registration statement.

We anticipate that the total aggregate underwriting compensation,
including sales commissions, the dealer manager fee and underwriting expense
reimbursements, will not in the aggregate exceed 9.5% of gross offering proceeds
in the aggregate, except for the soliciting dealer warrants described above.

We have agreed to indemnify the Participating Dealers, including the
Dealer Manager, against certain liabilities arising under the Securities Act of
1933, as amended.

The Participating Dealers are not obligated to obtain any subscriptions
on our behalf, and we cannot assure you that any shares will be sold.

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Our executive officers and directors, as well as officers and employees
of Wells Capital or other affiliates, may purchase shares in this offering at a
discount. The purchase price for such shares shall be $8.90 per share reflecting
the fact that the acquisition and advisory fees relating to such shares will be
reduced by $0.15 per share (from $0.30 per share to $0.15 per share), and that
selling commissions in the amount of $0.70 per share and dealer manager fees in
the amount of $0.25 per share will not be payable in connection with such sales.
The net offering proceeds we receive will not be affected by such sales of
shares at a discount. Wells Capital and its affiliates shall be expected to hold
their shares purchased as stockholders for investment and not with a view
towards distribution. In addition, shares purchased by Wells Capital or its
affiliates shall not be entitled to vote on any matter presented to the
stockholders for a vote.

We may sell shares to retirement plans of Participating Dealers, to
Participating Dealers in their individual capacities, to IRAs and qualified
plans of their registered representatives or to any one of their registered
representatives in their individual capacities for 93% of the public offering
price in consideration of the services rendered by such broker-dealers and
registered representatives in the offering. The net proceeds to the Wells REIT
from such sales will be identical to net proceeds we receive from other sales of
shares.

In connection with sales of certain minimum numbers of shares to a
"purchaser," as defined below, the registered representative and the investor
may agree to reduce the amount of selling commissions payable with respect to
such sales. Such reduction will be credited to the investor by reducing the
purchase price per share payable by the investor. The following table
illustrates the various discount levels available:

Commissions on Sales per Incremental
Share in Volume Discount Range
Number of            Purchase Price per Incremental              Percentage        Amount
Shares Purchased         Share in Volume Discount Range     (based on $10 per share)
------------------        ------------------------------     --------------------------------

1 to  50,000                      $10.00                          7.0%            $0.70
50,001 to 100,000                      $ 9.80                          5.0%            $0.50
100,001 and Over                        $ 9.60                          3.0%            $0.30

For example, if an investor purchases 200,000 shares he would pay (1)
$500,000 for the first 50,000 shares ($10.00 per share), (2) $490,000 for the
next 50,000 shares ($9.80 per share), and (3) $960,000 for the remaining 100,000
shares ($9.60 per share). Accordingly, he could pay as little as $1,950,000
($9.75 per share) rather than $2,000,000 for the shares, in which event the
commission on the sale of such shares would be $90,000 ($0.45 per share) and,
after payment of the dealer manager fee of $50,000 ($0.25 per share), we would
receive net proceeds of $1,810,000 ($9.05 per share). The net proceeds to the
Wells REIT will not be affected by volume discounts.

Because all investors will be paid the same dividends per share as
other investors, an investor qualifying for a volume discount will receive a
higher percentage return on his investment than investors who do not qualify for
such discount.

Subscriptions may be combined for the purpose of determining the volume
discounts in the case of subscriptions made by any "purchaser," as that term is
defined below, provided all such shares are purchased through the same
broker-dealer. The volume discount shall be prorated among the separate
subscribers considered to be a single "purchaser." Any request to combine more
than one subscription must be made in writing submitted simultaneously with your
subscription for shares, and must set forth the basis for such request. Any such
request will be subject to verification by the Dealer Manager that all of such
subscriptions were made by a single "purchaser."

143

For the purposes of such volume discounts, the term "purchaser"
includes:

.    an individual, his or her spouse and their children under the age
of 21 who purchase the units for his, her or their own accounts;

.    a corporation, partnership, association, joint-stock company,
trust fund or any organized group of persons, whether
incorporated or not;

.    an employees' trust, pension, profit sharing or other employee
benefit plan qualified under Section 401(a) of the Internal
Revenue Code; and

.    all commingled trust funds maintained by a given bank.

Notwithstanding the above, in connection with volume sales made to investors in
the Wells REIT, our advisor may, in its sole discretion, waive the "purchaser"
requirements and aggregate subscriptions, including subscriptions to public real
estate programs previously sponsored by our advisor or its affiliates, as part
of a combined order for purposes of determining the number of shares purchased,
provided that any aggregate group of subscriptions must be received from the
same Participating Dealer, including the Dealer Manager. Any such reduction in
selling commission will be prorated among the separate subscribers except that,
in the case of purchases through the Dealer Manager, the Dealer Manager may
allocate such reduction among separate subscribers considered to be a single
"purchaser" as it deems appropriate. An investor may reduce the amount of his
purchase price to the net amount shown in the foregoing table, if applicable. As
set forth above, all requests to aggregate subscriptions as a single "purchaser"
or other application of the foregoing volume discount provisions must be made in
writing, and except as provided in this paragraph, separate subscriptions will
not be cumulated, combined or aggregated.

California residents should be aware that volume discounts will not be
available in connection with the sale of shares made to California residents to
the extent such discounts do not comply with the provisions of Rule 260.140.51
adopted pursuant to the California Corporate Securities Law of 1968. Pursuant to
this Rule, volume discounts can be made available to California residents only
in accordance with the following conditions:

.    there can be no variance in the net proceeds to the Wells REIT
from the sale of the shares to different purchasers of the same
offering;

.    all purchasers of the shares must be informed of the availability
of quantity discounts;

.    the same volume discounts must be allowed to all purchasers of
shares which are part of the offering;

.    the minimum amount of shares as to which volume discounts are
allowed cannot be less than $10,000;

.    the variance in the price of the shares must result solely from a
different range of commissions, and all discounts allowed must be
based on a uniform scale of commissions; and

.    no discounts are allowed to any group of purchasers.

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Accordingly, volume discounts for California residents will be available in
accordance with the foregoing table of uniform discount levels based on dollar
volume of shares purchased, but no discounts are allowed to any group of
purchasers, and no subscriptions may be aggregated as part of a combined order
for purposes of determining the number of shares purchased.

Investors may agree with their broker-dealer to reduce the amount of
selling commissions payable with respect to the sale of their shares down to
zero (1) in the event that the investor has engaged the services of a registered
investment advisor or other financial advisor with whom the investor has agreed
to pay compensation for investment advisory services or other financial or
investment advice, or (2) in the event that the investor is investing in a bank
trust account with respect to which the investor has delegated the
decision-making authority for investments made in the account to a bank trust
department. The net proceeds to the Wells REIT will not be affected by reducing
the commissions payable in connection with such transactions.

Neither the Dealer Manager nor its affiliates will compensate any
person engaged as an investment advisor by a potential investor as an inducement
for such investment advisor to advise favorably for an investment in the Wells
REIT.

In addition, subscribers for shares may agree with their Participating
Dealers and the Dealer Manager to have selling commissions due with respect to
the purchase of their shares paid over a six-year period pursuant to a deferred
commission arrangement. Stockholders electing the deferred commission option
will be required to pay a total of $9.40 per share purchased upon subscription,
rather than $10.00 per share, with respect to which $0.10 per share will be
payable as commissions due upon subscription. For the period of six years
following subscription, $0.10 per share will be deducted on an annual basis from
dividends or other cash distributions otherwise payable to the stockholders and
used by the Wells REIT to pay deferred commission obligations. The net proceeds
to the Wells REIT will not be affected by the election of the deferred
commission option. Under this arrangement, a stockholder electing the deferred
commission option will pay a 1% commission upon subscription, rather than a 7%
commission, and an amount equal to a 1% commission per year thereafter for the
next six years, or longer if required to satisfy outstanding deferred commission
obligations, will be deducted from dividends or other cash distributions
otherwise payable to such stockholder and used by the Wells REIT to satisfy
commission obligations. The foregoing commission amounts may be adjusted with
approval of the Dealer Manager by application of the volume discount provisions
described previously.

Stockholders electing the deferred commission option who are subject to
federal income taxation will incur tax liability for dividends or other cash
distributions otherwise payable to them with respect to their shares even though
such dividends or other cash distributions will be withheld from such
stockholders and will instead be paid to third parties to satisfy commission
obligations.

Investors who wish to elect the deferred commission option should make
the election on their Subscription Agreement Signature Page. Election of the
deferred commission option shall authorize the Wells REIT to withhold dividends
or other cash distributions otherwise payable to such stockholder for the
purpose of paying commissions due under the deferred commission option;
provided, however, that in no event may the Wells REIT withhold in excess of
$0.60 per share in the aggregate under the deferred commission option. Such
dividends or cash distributions otherwise payable to stockholders may be pledged
by the Wells REIT, the Dealer Manager, Wells Capital or their affiliates to
secure one or more loans, the proceeds of which would be used to satisfy sales
commission obligations.

In the event that, at any time prior to the satisfaction of our
remaining deferred commission obligations, listing of the shares occurs or is
reasonably anticipated to occur, or we begin a liquidation of our properties,
the remaining commissions due under the deferred commission option may be
accelerated

145

by the Wells REIT. In either such event, we shall provide notice of any such
acceleration to stockholders who have elected the deferred commission option. In
the event of listing, the amount of the remaining commissions due shall be
deducted and paid by the Wells REIT out of dividends or other cash distributions
otherwise payable to such stockholders during the time period prior to listing.
To the extent that the distributions during such time period are insufficient to
satisfy the remaining commissions due, the obligation of Wells REIT and our
stockholders to make any further payments of deferred commissions under the
deferred commission option shall terminate, and Participating Dealers will not
be entitled to receive any further portion of their deferred commissions
following listing of our shares. In the event of a liquidation of our
properties, the amount of remaining commissions due shall be deducted and paid
by the Wells REIT out of dividends or net sale proceeds otherwise payable to
stockholders who are subject to any such acceleration of their deferred
commission obligations. In no event may the Wells REIT withhold in excess of
$0.60 per share in the aggregate for the payment of deferred commissions.

Subscription Procedures

You should pay for your shares by check payable to "Wells Real Estate
Investment Trust, Inc." Subscriptions will be effective only upon our
acceptance, and we reserve the right to reject any subscription in whole or in
part. We may not accept a subscription for shares until at least five business
days after the date you receive this prospectus. You will receive a confirmation
of your purchase. We will initially deposit the subscription proceeds in an
interest-bearing account with Bank of America, N.A., Atlanta, Georgia.
Subscribers may not withdraw funds from the account. We will withdraw funds from
the account periodically for the acquisition of real estate properties, the
payment of fees and expenses or other investments approved by our board of
directors. We generally admit stockholders to the Wells REIT on a daily basis.

Except for purchases pursuant to our dividend reinvestment plan or
reinvestment plans of other public real estate programs, all accepted
subscriptions will be for whole shares and for not less than 100 shares
($1,000). (See "Suitability Standards.") Except in Maine, Minnesota, Nebraska
and Washington, investors who have satisfied the minimum purchase requirement
and have purchased units or shares in Wells programs or units or shares in other
public real estate programs may purchase less than the minimum number of shares
discussed above, provided that such investors purchase a minimum of 2.5 shares
($25). After investors have satisfied the minimum purchase requirement, minimum
additional purchases must be in increments of at least 2.5 shares ($25), except
for purchases made pursuant to our dividend reinvestment plan or reinvestment
plans of other public real estate programs.

Investors who desire to establish an IRA for purposes of investing in
shares may do so by having Wells Advisors, Inc., a qualified non-bank IRA
custodian affiliated with our advisor, act as their IRA custodian. In the event
that an IRA is established having Wells Advisors, Inc. as the IRA custodian, the
authority of Wells Advisors, Inc. will be limited to holding the shares on
behalf of the beneficiary of the IRA and making distributions or reinvestments
in shares solely at the discretion of the beneficiary of the IRA. Wells
Advisors, Inc. will not have the authority to vote any of the shares held in an
IRA except strictly in accordance with the written instructions of the
beneficiary of the IRA.

The proceeds of this offering will be used only for the purposes set forth
in the "Estimated Use of Proceeds" section. Subscriptions will be accepted or
rejected within 30 days of receipt by the Wells REIT and, if rejected, all funds
shall be returned to the rejected subscribers within 10 business days.

The Dealer Manager and each Participating Dealer who sells shares on behalf
of the Wells REIT have the responsibility to make every reasonable effort to
determine that the purchase of shares is appropriate for the investor and that
the requisite suitability standards are met. (See "Suitability Standards.") In
making this determination, the Participating Dealer will rely on relevant
information

146

provided by the investor, including information as to the investor's age,
investment objectives, investment experience, income, net worth, financial
situation, other investments, and other pertinent information. Each investor
should be aware that the Participating Dealer will be responsible for
determining suitability.

The Dealer Manager or each Participating Dealer shall maintain records of
the information used to determine that an investment in shares is suitable and
appropriate for an investor. These records are required to be maintained for a
period of at least six years.

Supplemental Sales Material

In addition to this prospectus, we may utilize certain sales material in
connection with the offering of the shares, although only when accompanied by or
preceded by the delivery of this prospectus. In certain jurisdictions, some or
all of such sales material may not be available. This material may include
information relating to this offering, the past performance of Wells Capital,
our advisor, and its affiliates, property brochures and articles and
publications concerning real estate. In addition, the sales material may contain
certain quotes from various publications without obtaining the consent of the
author or the publication for use of the quoted material in the sales material.

The offering of shares is made only by means of this prospectus. Although
the information contained in such sales material will not conflict with any of
the information contained in this prospectus, such material does not purport to
be complete, and should not be considered a part of this prospectus or the
registration statement of which this prospectus is a part, or as incorporated by
reference in this prospectus or said registration statement or as forming the
basis of the offering of the shares.

Legal Opinions

The legality of the shares being offered hereby has been passed upon for
the Wells REIT by Holland & Knight LLP (Counsel). The statements under the
caption "Federal Income Tax Consequences" as they relate to federal income tax
matters have been reviewed by such Counsel, and Counsel has opined as to certain
income tax matters relating to an investment in shares of the Wells REIT.
Counsel has also represented Wells Capital, our advisor, as well as affiliates
of Wells Capital, in other matters and may continue to do so in the future. (See
"Conflicts of Interest.")

Experts

Financial Statements

The financial statements of the Wells REIT, as of December 31, 2001, 2000
and 1999, and for each of the years in the three-year period ended December 31,
2001, included in this prospectus and elsewhere in the registration statement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included in this
prospectus in reliance upon the authority of said firm as experts in giving said
report.

The Schedule III - Real estate Investments and Accumulated Depreciation as
of December 31, 2001, which is included in this prospectus, has not been
audited.

147

Additional Information

We have filed with the Securities and Exchange Commission (Commission),
Washington, D.C., a registration statement under the Securities Act of 1933, as
amended, with respect to the shares offered pursuant to this prospectus. This
prospectus does not contain all the information set forth in the registration
statement and the exhibits related thereto filed with the Commission, reference
to which is hereby made. Copies of the registration statement and exhibits
related thereto, as well as periodic reports and information filed by the Wells
REIT, may be obtained upon payment of the fees prescribed by the Commission, or
may be examined at the offices of the Commission without charge, at:

.    the public reference facilities in Washington, D.C. at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;

.    the Northeast Regional Office in New York at 233 Broadway, New York,
NY 10279; and

.    the Midwest Regional Office in Chicago, Illinois at 175 W. Jackson
Blvd., Suite 900, Chicago, IL, 60604.

The Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's website is
http://www.sec.gov.

Glossary

The following are definitions of certain terms used in this prospectus and
not otherwise defined in this prospectus:

"Dealer Manager" means Wells Investment Securities, Inc.

"IRA" means an individual retirement account established pursuant to
Section 408 or Section 408A of the Internal Revenue Code.

"NASAA Guidelines" means the Statement of Policy Regarding Real Estate
Investment Trusts of the North American Securities Administrators Association,
Inc., as revised and adopted on September 29, 1993.

"Property Manager" means Wells Management Company, Inc.

"UBTI" means unrelated business taxable income, as that term is defined in
Sections 511 through 514 of the Internal Revenue Code.

148

Index to Financial Statements and Prior Performance Tables

Page
----

Wells Real Estate Investment Trust, Inc. and Subsidiary
Audited Financial Statements
----------------------------

Report of Independent Public Accountants                     ___
Consolidated Balance Sheets as of December 31, 2001, 2000
and 1999                                                   ___
Consolidated Statements of Income for the years ended
December 31, 2001, 2000 and 1999                           ___
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2001, 2000 and 1999               ___
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999                           ___
Notes to Consolidated Financial Statements                   ___

Unaudited Financial Statements
------------------------------

Schedule III - Real Estate Investments and Accumulated
Depreciation as of December 31, 2001                       ___

Prior Performance Tables (Unaudited)                                        194

149

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wells Real Estate Investment Trust, Inc.:

We have audited the accompanying consolidated balance sheets of WELLS REAL
ESTATE INVESTMENT TRUST, INC. (a Maryland corporation) AND SUBSIDIARY as of
December 31, 2001 and 2000 and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wells Real Estate Investment
Trust, Inc. and subsidiary as of December 31, 2001 and 2000 and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III--Real Estate Investments and
Accumulated Depreciation as of December 31, 2001 is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states, in all material respects, the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
January 25, 2002

150

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

ASSETS

2001              2000
-------------    -------------

REAL ESTATE ASSETS, at cost:
Land                                                                         $  86,246,985    $  46,237,812
Building, less accumulated depreciation of $24,814,454 and $9,469,653 at
December 31, 2001 and 2000, respectively                                    472,383,102      287,862,655
Construction in progress                                                         5,738,573        3,357,720
-------------    -------------
Total real estate assets                                              564,368,660      337,458,187

INVESTMENT IN JOINT VENTURES                                                       77,409,980       44,236,597

CASH AND CASH EQUIVALENTS                                                          75,586,168        4,298,301

INVESTMENT IN BONDS                                                                22,000,000                0

ACCOUNTS RECEIVABLE                                                                 6,003,179        3,781,034

DEFERRED PROJECT COSTS                                                              2,977,110          550,256

DUE FROM AFFILIATES                                                                 1,692,727          309,680

DEFERRED LEASE ACQUISITION COSTS                                                    1,525,199        1,890,332

DEFERRED OFFERING COSTS                                                                     0        1,291,376

PREPAID EXPENSES AND OTHER ASSETS, net                                                718,389        4,734,583
-------------    -------------
Total assets                                                        $ 752,281,412    $ 398,550,346
=============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
Notes payable                                                                $   8,124,444    $ 127,663,187

Obligation under capital lease                                                  22,000,000                0
Accounts payable and accrued expenses                                            8,727,473        2,166,387
Due to affiliate                                                                 2,166,161        1,772,956
Dividends payable                                                                1,059,026        1,025,010
Deferred rental income                                                             661,657          381,194
-------------    -------------
Total liabilities                                                   $  42,738,761    $ 133,008,734
-------------    -------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP                             200,000          200,000
-------------    -------------
SHAREHOLDERS' EQUITY:
Common shares, $.01 par value; 125,000,000 shares authorized, 83,761,469
shares issued and 83,206,429 shares outstanding at December 31, 2001;
125,000,000 shares authorized, 31,509,807 shares issued, and 31,368,510
shares outstanding at December 31, 2000                                         837,614          315,097
Additional paid-in capital                                                     738,236,525      275,573,339
Cumulative distributions in excess of earnings                                 (24,181,092)      (9,133,855)
Treasury stock, at cost, 555,040 shares at December 31, 2001 and 141,297
shares at December 31, 2000                                                  (5,550,396)      (1,412,969)
-------------    -------------
Total shareholders' equity                                            709,342,651      265,341,612
-------------    -------------
Total liabilities and shareholders' equity                          $ 752,281,412    $ 398,550,346
=============    =============

The accompanying notes are an integral part of these consolidated balance
sheets.

151

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001                   2000                  1999
-----------           -----------           -----------

REVENUES:
Rental income                                    $44,204,279           $20,505,000           $ 4,735,184
Equity in income of joint ventures                 3,720,959             2,293,873             1,243,969
Take out fee (Note 9)                                137,500                     0                     0
Interest and other income                          1,246,064               574,333               516,242
-----------           -----------           -----------
49,308,802            23,373,206             6,495,395
-----------           -----------           -----------
EXPENSES:
Depreciation                                      15,344,801             7,743,551             1,726,103
Interest expense                                   3,411,210             3,966,902               442,029
Amortization of deferred financing costs             770,192               232,559                 8,921
Operating costs, net of reimbursements             4,128,883               888,091               (74,666)
Management and leasing fees                        2,507,188             1,309,974               257,744
General and administrative                           973,785               438,953               135,144
Legal and accounting                                 448,776               240,209               115,471
-----------           -----------           -----------
27,584,835            14,820,239             2,610,746
-----------           -----------           -----------
Net INCOME                                           $21,723,967           $ 8,552,967           $ 3,884,649
===========           ===========           ===========
EARNINGS PER SHARE:
Basic and diluted                                $      0.43           $      0.40           $      0.50
===========           ===========           ===========

The accompanying notes are an integral part of these consolidated statements.

152

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

Cumulative
Common Stock         Additional   Distributions                  Treasury Stock             Total
---------------------     Paid-In       in Excess     Retained   ----------------------      Shareholders'
Shares      Amount       Capital      of Earnings    Earnings      Shares       Amount         Equity
---------   ---------  -------------  ------------- ----------   ---------  -----------    ---------------

BALANCE, December 31,
1998                     3,154,136  $  31,541  $  27,567,275  $   (511,163) $   334,034          0  $         0    $ 27,421,687

Issuance of common
stock               10,316,949    103,169    103,066,321             0            0          0            0     103,169,490
Net income                       0          0              0             0    3,884,649          0            0       3,884,649
Dividends ($.70 per
share)                       0          0              0    (1,346,240)  (4,218,683)         0            0      (5,564,923)
Sales commissions and
discounts                    0          0     (9,801,197)            0            0          0            0      (9,801,197)
Other offering expenses          0          0     (3,094,111)            0            0          0            0      (3,094,111)
----------  ---------  -------------   -----------  -----------  ---------  -----------    ------------
BALANCE, December 31,
1999                    13,471,085    134,710    117,738,288    (1,857,403)           0          0            0     116,015,595

Issuance of common
stock               18,038,722    180,387    180,206,833             0            0          0            0     180,387,220
Treasury stock
purchased                    0          0              0             0            0   (141,297)  (1,412,969)     (1,412,969)
Net income                       0          0              0             0    8,552,967          0            0       8,552,967
Dividends ($.73 per
share)                       0          0              0    (7,276,452)  (8,552,967)         0            0     (15,829,419)
Sales commissions and
discounts                    0          0    (17,002,554)            0            0          0            0     (17,002,554)
Other offering expenses          0          0     (5,369,228)            0            0          0            0      (5,369,228)
----------  ---------  -------------   -----------  -----------  ---------  -----------    ------------
BALANCE, December 31,
2000                    31,509,807    315,097    275,573,339    (9,133,855)           0   (141,297)  (1,412,969)    265,341,612

Issuance of common
stock               52,251,662    522,517    521,994,103             0            0          0            0     522,516,620
Treasury stock
purchased                    0          0              0             0            0   (413,743)  (4,137,427)     (4,137,427)
Net income                       0          0              0             0   21,723,967          0            0      21,723,967
Dividends ($.76 per
share)                       0          0              0   (15,047,237) (21,723,967)         0            0     (36,771,204)
Sales commissions and
discounts                    0          0    (49,246,118)            0            0          0            0     (49,246,118)

Other offering expenses          0          0    (10,084,799)                         0          0            0     (10,084,799)
----------  ---------  -------------  ------------  -----------  ---------  -----------    ------------
BALANCE, December 31,
2001                    83,761,469  $ 837,614  $ 738,236,525  $(24,181,092) $         0   (555,040) $(5,550,396)   $709,342,651
==========  =========  =============  ============  ===========  =========  ===========    ============

The accompanying notes are an integral part of these
consolidated statements.

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

2001            2000            1999
-------------   --------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                       $  21,723,967   $    8,552,967  $  3,884,649
-------------   --------------  -------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in income of joint ventures                            (3,720,959)      (2,293,873)   (1,243,969)
Depreciation                                                  15,344,801        7,743,551     1,726,103
Amortization of deferred financing costs                         770,192          232,559         8,921
Amortization of deferred leasing costs                           303,347          350,991             0
Write-off of deferred lease acquisition fees                      61,786                0             0
Changes in assets and liabilities:
Accounts receivable                                        (2,222,145)      (2,457,724)     (898,704)
Due from affiliates                                            10,995         (435,600)            0
Prepaid expenses and other assets, net                      3,246,002       (6,826,568)      149,501
Accounts payable and accrued expenses                       6,561,086        1,941,666        36,894
Deferred rental income                                        280,463          144,615       236,579
Due to affiliates                                             (10,193)         367,055       108,301
-------------   --------------  ------------
Total adjustments                                       20,625,375       (1,233,328)      123,626
-------------   --------------  ------------
Net cash provided by operating activities               42,349,342        7,319,639     4,008,275
-------------   --------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate                                         (227,933,858)    (231,518,138)  (85,514,506)
Investment in joint ventures                                       (33,690,862)     (15,063,625)  (17,641,211)
Deferred project costs paid                                        (17,220,446)      (6,264,098)   (3,610,967)
Distributions received from joint ventures                           4,239,431        3,529,401     1,371,728
-------------   --------------  ------------
Net cash used in investing activities                 (274,605,735)    (249,316,460) (105,394,956)
-------------   --------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable                                        110,243,145      187,633,130    40,594,463
Repayments of notes payable                                       (229,781,888)     (83,899,171)  (30,725,165)
Dividends paid to shareholders                                     (36,737,188)     (16,971,110)   (3,806,398)
Issuance of common stock                                           522,516,620      180,387,220   103,169,490
Treasury stock purchased                                            (4,137,427)      (1,412,969)            0
Sales commissions paid                                             (49,246,118)     (17,002,554)   (9,801,197)
Offering costs paid                                                 (9,312,884)      (5,369,228)   (3,094,111)
-------------   --------------  ------------
Net cash provided by financing activities              303,544,260      243,365,318    96,337,082
-------------   --------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   71,287,867        1,368,497    (5,049,599)

CASH AND CASH EQUIVALENTS, beginning of year                            4,298,301        2,929,804     7,979,403
-------------   --------------  ------------
CASH AND CASH EQUIVALENTS, end of year                              $  75,586,168   $    4,298,301  $  2,929,804
=============   ==============  ============

SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:

Deferred project costs applied to real estate assets          $  14,321,416   $    5,114,279  $  3,183,239
=============   ==============  ============

Deferred project costs contributed to joint ventures          $   1,395,035   $      627,656  $    735,056
=============   ==============  ============

Deferred project costs due to affiliate                       $   1,114,140   $      191,281  $    191,783
=============   ==============  ============

Deferred offering costs due to affiliate                      $           0   $    1,291,376  $    964,941
=============   ==============  ============

Reversal of deferred offering costs due to affiliate          $     964,941   $            0  $          0
=============   ==============  ============

Other offering expenses due to affiliate                      $     943,107   $            0  $          0
=============   ==============  ============

Assumption of obligation under capital lease                  $  22,000,000   $            0  $          0
=============   ==============  ============

Investment in bonds                                           $  22,000,000   $            0  $          0
=============   ==============  ============

The accompanying notes are an integral part of these
consolidated statements.

154

WELLS REAL ESTATE INVESTMENT TRUST, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001, 2000, AND 1999

1.   Organization and Summary of Significant Accounting Policies

Wells Real Estate Investment Trust, Inc. (the "Company") is a Maryland
corporation that qualifies as a real estate investment trust ("REIT"). The
Company is conducting an offering for the sale of a maximum of 125,000,000
(exclusive of 10,000,000 shares available pursuant to the Company's
dividend reinvestment program) shares of common stock, $.01 par value per
share, at a price of $10 per share. The Company will seek to acquire and
operate commercial properties, including, but not limited to, office
buildings, shopping centers, business and industrial parks, and other
commercial and industrial properties, including properties which are under
construction, are newly constructed, or have been constructed and have
operating histories. All such properties may be acquired, developed, and
operated by the Company alone or jointly with another party. The Company is
likely to enter into one or more joint ventures with affiliated entities
for the acquisition of properties. In connection therewith, the Company may
enter into joint ventures for the acquisition of properties with prior or
future real estate limited partnership programs sponsored by Wells Capital,
Inc. (the "Advisor") or its affiliates.

Substantially all of the Company's business is conducted through Wells
Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
limited partnership. During 1997, the Operating Partnership issued 20,000
limited partner units to the Advisor in exchange for $200,000. The Company
is the sole general partner in the Operating Partnership and possesses full
legal control and authority over the operations of the Operating
Partnership; consequently, the accompanying consolidated financial
statements of the Company include the accounts of the Operating
Partnership. All significant intercompany balances have been eliminated in
consolidation.

The Company owns interests in the following properties directly through its
ownership in the Operating Partnership: (i) the PricewaterhouseCoopers
property (the "PwC Building"), a four-story office building located in
Tampa, Florida; (ii) the AT&T Building, a four-story office building
located in Harrisburg, Pennsylvania; (iii) the Marconi Data Systems
property (the "Marconi Building"), a two-story office, assembly, and
manufacturing building located in Wood Dale, Illinois; (iv) the Cinemark
Property (the "Cinemark Building"), a five-story office building located in
Plano, Texas; (v) the Matsushita Property (the "Matsushita Building"), a
two-story office building located in Lake Forest, California; (vi) the ASML
Property (the "ASML Building"), a two-story office and warehouse building
located in Tempe, Arizona; (vii) the Motorola Property (the "Motorola Tempe
Building"), a two-story office building located in Tempe, Arizona; (viii)
the Dial Property (the "Dial Building"), a two-story office building
located in Scottsdale, Arizona; (ix) the Delphi Building, a three-story
office building located in Troy, Michigan; (x) the Avnet Property (the
"Avnet Building"), a two-story office building located in Tempe, Arizona;
(xi) the Metris Oklahoma Building, a three-story office building located in
Tulsa, Oklahoma; (xii) the Alstom Power-Richmond Building, a four-story
office building located in Richmond, Virginia; (xiii) the Motorola
Plainfield Building, a three-story office building located in South
Plainfield, New Jersey; (xiv) the Stone & Webster Building, a six-story
office building located in Houston, Texas; (xv) the Metris Minnetonka
Building, a nine-story office building located in Minnetonka, Minnesota;
(xvi) the State Street Bank Building, a seven-story office building located
in Quincy, Massachusetts; (xvii) the IKON Buildings, two one-story office
buildings located in Houston, Texas; (xviii) the Ingram Micro Distribution
Facility, a one-story office and warehouse building located in Millington,
Tennessee; (xix) the Lucent Building, a four-story office building located
in Cary, North Carolina; (xx) the Nissan land (the "Nissan Property"), a
14.873 acre tract of undeveloped land located in Irving, Texas; (xxi) the
Convergys Building, a two-story office building located in Tamarac,
Florida; and (xxii) the Windy Point Buildings, a seven-story office
building and an eleven-story office building located in Schaumburg,
Illinois.

155

The Company owns an interest in one property through a joint venture
between the Operating Partnership, Wells Real Estate Fund VIII, L.P.
("Wells Fund VIII"), and Wells Real Estate Fund IX, L.P. ("Wells Fund IX"),
which is referred to as the Fund VIII, IX, and REIT Joint Venture. The
Company also owns interests in five properties through a joint venture
between the Operating Partnership, Wells Fund IX, Wells Real Estate Fund X,
L.P. ("Wells Fund X"), and Wells Real Estate Fund XI, L.P. ("Wells Fund
XI"), which is referred to as the Fund IX, Fund X, Fund XI, and REIT Joint
Venture. The Company owns an interest in one property through each of two
unique joint ventures between the Operating Partnership and Fund X and XI
Associates, a joint venture between Wells Fund X and Wells Fund XI. In
addition, the Company owns interests in four properties through a joint
venture between the Operating Partnership, Wells Fund XI, and Wells Real
Estate Fund XII, L.P. ("Wells Fund XII"), which is referred to as the Fund
XI, XII, and REIT Joint Venture. The Company owns interests in three
properties through a joint venture between the Operating Partnership and
Wells Fund XII, which is referred to as the Fund XII and REIT Joint
Venture. The Company also owns interests in two properties through a joint
venture between the Operating Partnership and Wells Fund XIII, which is
referred to as the Fund XIII and REIT Joint Venture.

Through its investment in the Fund VIII, IX, and REIT Joint Venture, the
Company owns an interest in a two-story office building in Irvine,
California (the "Quest Building").

The following properties are owned by the Company through its investment in
the Fund IX, X, XI, and REIT Joint Venture: (i) a three-story office
building in Knoxville, Tennessee (the "Alstom Power Building"), (ii) a
two-story office building in Louisville, Colorado (the "Ohmeda Building"),
(iii) a three-story office building in Broomfield, Colorado (the "360
Interlocken Building"), (iv) a one-story office and warehouse building in
Ogden, Utah (the "Iomega Building"), and (v) a one-story office building in
Oklahoma City, Oklahoma (the "Avaya Building").

Through its investment in two joint ventures with Fund X and XI Associates,
the Company owns interests in the following properties: (i) a one-story
office and warehouse building in Fountain Valley, California (the "Cort
Furniture Building"), owned by Wells/Orange County Associates and (ii) a
two-story manufacturing and office building in Fremont, California (the
"Fairchild Building"), owned by Wells/Fremont Associates.

The following properties are owned by the Company through its investment in
the Fund XI, XII, and REIT Joint Venture: (i) a two-story manufacturing and
office building in Fountain Inn, South Carolina (the "EYBL CarTex
Building"), (ii) a three-story office building Leawood, Kansas (the "Sprint
Building"), (iii) an office and warehouse building in Chester County,
Pennsylvania (the "Johnson Matthey Building"), and (iv) a two-story office
building in Ft. Myers, Florida (the "Gartner Building").

Through its investment in the Fund XII and REIT Joint Venture, the Company
owns interests in the following properties: (i) a three-story office
building in Troy, Michigan (the "Siemens Building"), (ii) a one-story
office building and a two-story office building in Oklahoma City, Oklahoma
(collectively referred to as the "AT&T Call Center Buildings"), and (iii) a
three-story office building in Brentwood, Tennessee (the "Comdata
Building").

The following properties are owned by the Company through its investment in
the Fund XIII and REIT Joint Venture: (i) a one-story office building in
Orange Park, Florida (the "AmeriCredit Building"), and (ii) two connected
one-story office and assembly buildings in Parker, Colorado (the "ADIC
Buildings").

Use of Estimates and Factors Affecting the Company

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

The carrying values of real estate are based on management's current intent
to hold the real estate assets as long-term investments. The success of the
Company's future operations and the ability to realize the investment in
its assets will be dependent on the Company's ability to maintain rental
rates, occupancy, and an appropriate level of

156

operating expenses in future years. Management believes that the steps it is
taking will enable the Company to realize its investment in its assets.

Income Taxes

The Company has elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended. To qualify as a REIT, the Company must meet a number of
organizational and operational requirements, including a requirement to
currently distribute at least 90% of the REIT's ordinary taxable income to
shareholders. It is management's current intention to adhere to these
requirements and maintain the Company's REIT status. As a REIT, the Company
generally will not be subject to federal income tax on distributed taxable
income. Even if the Company qualifies as a REIT, it may be subject to certain
state and local taxes on its income and real estate assets, and to federal
income and excise taxes on its undistributed taxable income. No provision for
federal income taxes has been made in the accompanying consolidated financial
statements, as the Company made distributions equal to or in excess of its
taxable income in each of the three years in the period ended December 31, 2001.

Real Estate Assets

Real estate assets held by the Company and joint ventures are stated at cost
less accumulated depreciation. Major improvements and betterments are
capitalized when they extend the useful life of the related asset. All repair
and maintenance expenditures are expensed as incurred.

Management continually monitors events and changes in circumstances which could
indicate that carrying amounts of real estate assets may not be recoverable.
When events or changes in circumstances are present which indicate that the
carrying amounts of real estate assets may not be recoverable, management
assesses the recoverability of real estate assets by determining whether the
carrying value of such real estate assets will be recovered through the future
cash flows expected from the use of the asset and its eventual disposition.
Management has determined that there has been no impairment in the carrying
value of real estate assets held by the Company or the joint ventures as of
December 31, 2001 and 2000.

Depreciation of building and improvements is calculated using the straight-line
method over 25 years. Tenant improvements are amortized over the life of the
related lease or the life of the asset, whichever is shorter.

Revenue Recognition

All leases on real estate assets held by the Company or the joint ventures are
classified as operating leases, and the related rental income is recognized on a
straight-line basis over the terms of the respective leases.

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments. Short-term investments are stated at cost, which approximates fair
value, and consist of investments in money market accounts.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and amortized on a
straight-line basis over the terms of the related leases.

Earnings Per Share

Earnings per share are calculated based on the weighted average number of common
shares outstanding during each period. The weighted average number of common
shares outstanding is identical for basic and fully diluted earnings per share,
as there is no dilutive impact created from the Company's stock option plan
(Note 10) using the treasury stock method.

157

Reclassifications

Certain prior year amounts have been reclassified to conform with the
current year financial statement presentation.

Investment in Joint Ventures

Basis of Presentation

The Operating Partnership does not have control over the operations of
the joint ventures; however, it does exercise significant influence.
Accordingly, the Operating Partnership's investments in joint ventures
are recorded using the equity method of accounting.

Partners' Distributions and Allocations of Profit and Loss

Cash available for distribution and allocations of profit and loss to
the Operating Partnership by the joint ventures are made in accordance
with the terms of the individual joint venture agreements. Generally,
these items are allocated in proportion to the partners' respective
ownership interests. Cash is paid from the joint ventures to the
Operating Partnership on a quarterly basis.

Deferred Lease Acquisition Costs

Costs incurred to procure operating leases are capitalized and
amortized on a straight-line basis over the terms of the related
leases. Deferred lease acquisition costs are included in prepaid
expenses and other assets, net, in the balance sheets presented in Note
5.

2.   DEFERRED PROJECT COSTS

The Company paid a percentage of shareholder contributions to the Advisor
for acquisition and advisory services and acquisition expenses. These
payments, as stipulated in the prospectus, can be up to 3.5% of shareholder
contributions, subject to certain overall limitations contained in the
prospectus. Aggregate fees paid through December 31, 2001 were $29,122,286
and amounted to 3.5% of shareholders' contributions received. These fees
are allocated to specific properties as they are purchased or developed and
are included in capitalized assets of the joint ventures or real estate
assets. Deferred project costs at December 31, 2001 and 2000 represent fees
not yet applied to properties.

3.   DEFERRED OFFERING COSTS

Offering expenses, to the extent they exceed 3% of gross offering proceeds,
will be paid by the Advisor and not by the Company. Offering expenses
include such costs as legal and accounting fees, printing costs, and other
offering expenses and specifically exclude sales costs and underwriting
commissions.

As of December 31, 2001, the Advisor paid offering expenses on behalf of
the Company in the aggregate amount of $20,459,289, of which the Advisor
had been reimbursed $18,551,241, which did not exceed the 3% limitation.

158

4.   RELATED-PARTY TRANSACTIONS

Due from affiliates at December 31, 2001 and 2000 represents the Operating
Partnership's share of the cash to be distributed from its joint venture
investments for the fourth quarter of 2001 and 2000 and advances due from
the Advisor as of December 31, 2000:

2001            2000
----------      --------

Fund VIII, IX, and REIT Joint Venture          $   46,875      $ 21,605
Fund IX, X, XI, and REIT Joint Venture             36,073        12,781
Wells/Orange County Associates                     83,847        24,583
Wells/Fremont Associates                          164,196        53,974
Fund XI, XII, and REIT Joint Venture              429,980       136,648
Fund XII and REIT Joint Venture                   680,542        49,094
Fund XIII and REIT                                251,214             0
Advisor                                                 0        10,995
----------      --------
$1,692,727      $309,680
==========      ========

The Operating Partnership entered into a property management and leasing
agreement with Wells Management Company, Inc. ("Wells Management"), an
affiliate of the Advisor. In consideration for supervising the management
and leasing of the Operating Partnership's properties, the Operating
Partnership will pay management and leasing fees equal to the lesser of (a)
4.5% of the gross revenues generally paid over the life of the lease or (b)
.6% of the net asset value of the properties (excluding vacant properties)
owned by the Company to Wells Management. These management and leasing fees
are calculated on an annual basis plus a separate competitive fee for the
one-time initial lease-up of newly constructed properties generally paid in
conjunction with the receipt of the first month's rent.

The Operating Partnership's portion of the management and leasing fees and
lease acquisition costs paid to Wells Management, both directly and at the
joint venture level, were $2,468,294, $1,111,748, and $336,517 for the
years ended December 31, 2001, 2000, and 1999, respectively.

The Advisor performs certain administrative services for the Operating
Partnership, such as accounting and other partnership administration, and
incurs the related expenses. Such expenses are allocated among the
Operating Partnership and the various Wells Real Estate Funds based on time
spent on each fund by individual administrative personnel. In the opinion
of management, such allocation is a reasonable basis for allocating such
expenses.

The Advisor is a general partner in various Wells Real Estate Funds. As
such, there may exist conflicts of interest where the Advisor, while
serving in the capacity as general partner for Wells Real Estate Funds, may
be in competition with the Operating Partnership for tenants in similar
geographic markets.

159

5.   INVESTMENT IN JOINT VENTURES

The Operating Partnership's investment and percentage ownership in joint
ventures at December 31, 2001 and 2000 are summarized as follows:

2001                  2000
------------------------  --------------------
Amount      Percent     Amount    Percent
-------------  ---------  ---------- ---------

Fund VIII, IX, and REIT Joint Venture          $  1,189,067     16%     $ 1,276,551    16%
Fund IX, X, XI, and REIT Joint Venture            1,290,360      4        1,339,636     4
Wells/Orange County Associates                    2,740,000     44        2,827,607    44
Wells/Fremont Associates                          6,575,358     78        6,791,287    78
Fund XI, XII, and REIT Joint Venture             17,187,985     57       17,688,615    57
Fund XII and REIT Joint Venture                  30,299,872     55       14,312,901    47
Fund XIII and REIT Joint Venture                 18,127,338     68                0     0
------------             -----------
$ 77,409,980             $44,236,597
============             ===========

The following is a roll forward of the Operating Partnership's investment
in joint ventures for the years ended December 31, 2001 and 2000:

2001              2000
---------------   --------------

Investment in joint ventures, beginning of year      $44,236,597       $29,431,176
Equity in income of joint ventures                 3,720,959         2,293,873
Contributions to joint ventures                   35,085,897        15,691,281
Distributions from joint ventures                 (5,633,473)       (3,179,733)
-------------     -------------
Investment in joint ventures, end of year            $77,409,980       $44,236,597
=============     =============

FUND VIII, IX, AND REIT JOINT VENTURE

On June 15, 2000, Fund VIII and IX Associates, a joint venture between
Wells Real Estate Fund VIII, L.P. ("Fund VIII") and Wells Real Estate Fund
IX, L.P. ("Fund IX"), entered into a joint venture with the Operating
Partnership to form Fund VIII, IX, and REIT Joint Venture, for the purpose
of acquiring, developing, operating, and selling real properties.

On July 1, 2000, Fund VIII and IX Associates contributed the Quest Building
(formerly the Bake Parkway Building) to the joint venture. Fund VIII, IX,
and REIT Joint Venture recorded the net assets of the Quest Building at an
amount equal to the respective historical net book values. The Quest
Building is a two-story office building containing approximately 65,006
rentable square feet on a 4.4-acre tract of land in Irvine, California.
During 2000, the Operating Partnership contributed $1,282,111 to the Fund
VIII, IX, and REIT Joint Venture. Ownership percentage interests were
recomputed accordingly.

160

Following are the financial statements for Fund VIII, IX, and REIT Joint
Venture:

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001             2000
-----------      -----------

Real estate assets, at cost:
Land                                                                                $2,220,993      $2,220,993
Building and improvements, less accumulated depreciation of $649,436 in
2001 and $187,891 in 2000                                                         4,952,724       5,408,892
-----------      ----------
Total real estate assets                                                   7,173,717       7,629,885
Cash and cash equivalents                                                                  297,533         170,664
Accounts receivable                                                                        164,835         197,802
Prepaid expenses and other assets, net                                                     191,799         283,864
-----------      ----------
Total assets                                                              $7,827,884      $8,282,215
===========      ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                    $      676      $        0
Partnership distributions payable                                                      296,856         170,664
-----------      ----------
Total liabilities                                                            297,532         170,664
-----------      ----------
Partners' capital:
Fund VIII and IX Associates                                                          6,341,285       6,835,000
Wells Operating Partnership, L.P.                                                    1,189,067       1,276,551
-----------      ----------
Total partners' capital                                                    7,530,352       8,111,551
-----------      ----------
Total liabilities and partners' capital                                   $7,827,884      $8,282,215
===========      ==========

161

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

2001          2000
-----------    ----------

Revenues:
Rental income                                                                        $1,207,995     $  563,049
Interest income                                                                             729              0
-----------    -----------
1,208,724        563,049
-----------    -----------
Expenses:
Depreciation                                                                            461,545        187,891
Management and leasing fees                                                             142,735         54,395
Property administration expenses                                                         22,278          5,692
Operating costs, net of reimbursements                                                   15,326          5,178
-----------    -----------
641,884        253,156
-----------    -----------
Net income                                                                               $  566,840     $  309,893
===========    ===========

Net income allocated to Fund VIII and IX Associates                                      $  477,061     $  285,006
===========    ===========

Net income allocated to Wells Operating Partnership, L.P.                                $   89,779     $   24,887
===========    ===========

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

Fund VIII          Wells              Total
and IX          Operating          Partners'
Associates    Partnership, L.P.       Capital
-------------   -----------------   ---------------

Balance, June 15, 2000 (inception)                              $          0       $          0     $            0
Net income                                                       285,006             24,887            309,893
Partnership contributions                                      6,857,889          1,282,111          8,140,000
Partnership distributions                                       (307,895)           (30,447)          (338,342)
-------------      --------------   ---------------
Balance, December 31, 2000                                         6,835,000          1,276,551          8,111,551
Net income                                                       477,061             89,779            566,840
Partnership contributions                                              0              5,377              5,377
Partnership distributions                                       (970,776)          (182,640)        (1,153,416)
-------------      --------------   ---------------
Balance, December 31, 2001                                      $  6,341,285       $  1,189,067     $    7,530,352
=============      ==============   ===============

162

Fund VIII, IX, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Year Ended December 31, 2001 and
the Period from June 15, 2000 (Inception) Through
December 31, 2000

2001             2000
------------    ------------
Cash flows from operating activities:

Net income                                                                         $   566,840     $   309,893
------------    ------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                    461,545         187,891
Changes in assets and liabilities:
Accounts receivable                                                           32,967        (197,802)
Prepaid expenses and other assets, net                                        92,065        (283,864)
Accounts payable                                                                 676               0
------------    ------------
Total adjustments                                                          587,253        (293,775)
------------    ------------
Net cash provided by operating activities                                1,154,093          16,118
------------    ------------
Cash flows from investing activities:

Investment in real estate                                                               (5,377)       (959,887)
------------    ------------
Cash flows from financing activities:
Contributions from joint venture partners                                                5,377       1,282,111
Distributions to joint venture partners                                             (1,027,224)       (167,678)
------------    ------------
Net cash (used in) provided by financing activities                    (1,021,847)      1,114,433
------------    ------------
Net increase in cash and cash equivalents                                                  126,869         170,664
Cash and cash equivalents, beginning of period                                             170,664               0
------------    ------------
Cash and cash equivalents, end of year                                                 $   297,533     $   170,664
============    ============
Supplemental disclosure of noncash activities:

Real estate contribution received from joint venture partner                        $         0     $ 6,857,889
============    ============

Fund IX, X, XI, and REIT Joint Venture

On March 20, 1997, Fund IX and Wells Real Estate Fund X, L.P. ("Fund X") entered
into a joint venture agreement. The joint venture, Fund IX and X Associates, was
formed to acquire, develop, operate, and sell real properties. On March 20,
1997, Wells Fund IX contributed a 5.62-acre tract of real property in Knoxville,
Tennessee, and improvements thereon, known as the Alstom Power Building, to the
Fund IX and X Associates joint venture. An 84,404-square foot, three-story
building was constructed and commenced operations at the end of 1997.

On February 13, 1998, the joint venture purchased a two-story office building,
known as the Ohmeda Building, in Louisville, Colorado. On March 20, 1998, the
joint venture purchased a three-story office building, known as the 360
Interlocken Building, in Broomfield, Colorado. On June 11, 1998, Fund IX and X
Associates was amended and restated to admit Wells Real Estate Fund XI, L.P.
("Fund XI") and the Operating Partnership. The joint venture was renamed the
Fund IX, X, XI, and REIT Joint Venture. On June 24, 1998, the new joint venture
purchased a one-story office building, known as the Avaya Building, in Oklahoma
City, Oklahoma. On April 1, 1998, Wells Fund X purchased a one-story warehouse
facility, known as the Iomega Building, in Ogden, Utah. On July 1, 1998, Wells
Fund X contributed the Iomega Building to the Fund IX, X, XI, and REIT Joint
Venture.

During 1999, Fund IX and Fund XI made contributions to the Fund IX, X, XI, and
REIT Joint Venture; during 2000, Fund IX and Fund X made contributions to the
Fund IX, X, XI, and REIT Joint Venture.

163

Following are the financial statements for the Fund IX, X, XI, and REIT Joint
Venture:

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001              2000
-------------      ------------

Real estate assets, at cost:
Land                                                                           $   6,698,020      $  6,698,020
Building and improvements, less accumulated depreciation of
$5,619,744 in 2001 and $4,203,502 in 2000                                      27,178,526        28,594,768
-------------      ------------
Total real estate assets, net                                            33,876,546        35,292,788
Cash and cash equivalents                                                              1,555,917         1,500,044
Accounts receivable                                                                      596,050           422,243
Prepaid expenses and other assets, net                                                   439,002           487,276
-------------      ------------
Total assets                                                         $  36,467,515       $37,702,351
=============      ============

Liabilities and Partners' Capital

Liabilities:
Accounts payable and accrued liabilities                                       $     620,907      $    568,517
Refundable security deposits                                                         100,336            99,279
Due to affiliates                                                                     13,238             9,595
Partnership distributions payable                                                    966,912           931,151
-------------      ------------
Total liabilities                                                        1,701,393         1,608,542
-------------      ------------
Partners' capital:
Wells Real Estate Fund IX                                                         13,598,505        14,117,803
Wells Real Estate Fund X                                                          16,803,586        17,445,277
Wells Real Estate Fund XI                                                          3,073,671         3,191,093
Wells Operating Partnership, L.P.                                                  1,290,360         1,339,636
-------------      ------------
Total partners' capital                                                 34,766,122        36,093,809
-------------      ------------
Total liabilities and partners' capital                              $  36,467,515      $ 37,702,351
=============      ============

164

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001                2000                1999
-----------         -----------         -----------

Revenues:
Rental income                                                    $ 4,174,379         $ 4,198,388         $ 3,932,962
Other income                                                         119,828             116,129              61,312
Interest income                                                       50,002              73,676              58,768
-----------         -----------         -----------
4,344,209           4,388,193           4,053,042
-----------         -----------         -----------
Expenses:
Depreciation                                                       1,416,242           1,411,434           1,538,912
Management and leasing fees                                          357,761             362,774             286,139
Operating costs, net of reimbursements                              (232,601)           (133,505)            (34,684)
Property administration expense                                       91,747              57,924              59,886
Legal and accounting                                                  26,223              20,423              30,545
-----------         -----------         -----------
1,659,372           1,719,050           1,880,798
-----------         -----------         -----------
Net income                                                           $ 2,684,837         $ 2,669,143         $ 2,172,244
===========         ===========         ===========

Net income allocated to Wells Real Estate Fund IX                    $ 1,050,156         $ 1,045,094         $   850,072
===========         ===========         ===========

Net income allocated to Wells Real Estate Fund X                     $ 1,297,665         $ 1,288,629         $ 1,056,316
===========         ===========         ===========

Net income allocated to Wells Real Estate Fund XI                    $   237,367         $   236,243         $   184,355
===========         ===========         ===========

Net income allocated to Wells Operating Partnership, L.P.            $    99,649         $    99,177         $    81,501
===========         ===========         ===========

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells
Wells Real     Wells Real     Wells Real     Operating        Total
Estate          Estate        Estate      Partnership,    Partners'
Fund IX         Fund X        Fund XI        L.P.          Capital
-----------    -----------    ----------    -----------    -----------

Balance, December 31, 1998                  $14,960,100    $18,707,139    $2,521,003    $1,443,378     $37,631,620
Net income                                   850,072      1,056,316       184,355        81,501       2,172,244
Partnership contributions                    198,989              0       911,027             0       1,110,016
Partnership distributions                 (1,418,535)    (1,762,586)     (307,982)     (135,995)     (3,625,098)
-----------    -----------    ----------    ----------     -----------
Balance, December 31, 1999                   14,590,626     18,000,869     3,308,403     1,388,884      37,288,782
Net income                                 1,045,094      1,288,629       236,243        99,177       2,669,143
Partnership contributions                     46,122         84,317             0             0         130,439
Partnership distributions                 (1,564,039)    (1,928,538)     (353,553)     (148,425)     (3,994,555)
-----------    -----------    ----------    ----------     -----------
Balance, December 31, 2000                   14,117,803     17,445,277     3,191,093     1,339,636      36,093,809
Net income                                 1,050,156      1,297,665       237,367        99,649       2,684,837
Partnership distributions                 (1,569,454)    (1,939,356)     (354,789)     (148,925)     (4,012,524)
-----------    -----------    ----------    ----------     -----------
Balance, December 31, 2001                  $13,598,505    $16,803,586    $3,073,671    $1,290,360     $34,766,122
===========    ===========    ==========    ==========     ===========

165

The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001               2000               1999
-----------        -----------        -----------

Cash flows from operating activities:
Net income                                                        $ 2,684,837        $ 2,669,143        $ 2,172,244
-----------        -----------        -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation                                                 1,416,242          1,411,434          1,538,912
Changes in assets and liabilities:
Accounts receivable                                        (173,807)           132,722           (421,708)
Prepaid expenses and other assets, net                       48,274             39,133            (85,281)
Accounts payable and accrued liabilities, and
refundable security deposits                              53,447            (37,118)           295,177
Due to affiliates                                             3,643              3,216              1,973
-----------        -----------        -----------
Total adjustments                                      1,347,799          1,549,387          1,329,073
-----------        -----------        -----------
Net cash provided by operating activities              4,032,636          4,218,530          3,501,317
-----------        -----------        -----------
Cash flows from investing activities:
Investment in real estate                                                   0           (127,661)          (930,401)
-----------        -----------        -----------
Cash flows from financing activities:
Distributions to joint venture partners                            (3,976,763)        (3,868,138)        (3,820,491)
Contributions received from partners                                        0            130,439          1,066,992
-----------        -----------        -----------
Net cash used in financing activities                 (3,976,763)        (3,737,699)        (2,753,499)
-----------        -----------        -----------
Net increase (decrease) in cash and cash equivalents                       55,873            353,170           (182,583)
Cash and cash equivalents, beginning of year                            1,500,044          1,146,874          1,329,457
-----------        -----------        -----------
Cash and cash equivalents, end of year                                $ 1,555,917        $ 1,500,044        $ 1,146,874
===========        ===========        ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture               $         0        $         0        $    43,024
===========        ===========        ===========

Wells/Orange County Associates

On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a
52,000-square foot warehouse and office building located in Fountain Valley,
California, known as the Cort Furniture Building.

On September 1, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Orange County Associates, which resulted in Fund
X and XI Associates becoming a joint venture partner with the Operating
Partnership in the ownership of the Cort Furniture Building.

166

Following are the financial statements for Wells/Orange County Associates:

Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001               2000
----------         ----------

Real estate assets, at cost:
Land                                                                               $2,187,501         $2,187,501
Building, less accumulated depreciation of $651,780 in 2001 and $465,216
in 2000                                                                          4,012,335          4,198,899
----------         ----------
Total real estate assets                                                  6,199,836          6,386,400
Cash and cash equivalents                                                                 188,407            119,038
Accounts receivable                                                                        80,803             99,154
Prepaid expenses and other assets                                                           9,426                  0
----------         ----------
Total assets                                                             $6,478,472         $6,604,592
==========         ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                   $   11,792         $    1,000
Partnership distributions payable                                                     192,042            128,227
----------         ----------
Total liabilities                                                           203,834            129,227
----------         ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                   2,740,000          2,827,607
Fund X and XI Associates                                                            3,534,638          3,647,758
----------         ----------
Total partners' capital                                                   6,274,638          6,475,365
----------         ----------
Total liabilities and partners' capital                                  $6,478,472         $6,604,592
==========         ==========

167

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001          2000          1999
--------      --------      --------

Revenues:
Rental income                                                      $795,528      $795,545      $795,545
Interest income                                                       2,409             0             0
--------      --------      --------
797,937       795,545       795,545
--------      --------      --------
Expenses:
Depreciation                                                        186,564       186,564       186,565
Management and leasing fees                                          33,547        30,915        30,360
Operating costs, net of reimbursements                               21,855         5,005        22,229
Legal and accounting                                                  9,800         4,100         5,439
--------      --------      --------
251,766       226,584       244,593
--------      --------      --------
Net income                                                             $546,171      $568,961      $550,952
========      ========      ========

Net income allocated to Wells Operating Partnership, L.P.              $238,542      $248,449      $240,585
========      ========      ========

Net income allocated to Fund X and XI Associates                       $307,629      $320,512      $310,367
========      ========      ========

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells
Operating       Fund X          Total
Partnership,     and XI        Partners'
L.P.       Associates       Capital
-----------    -----------    -----------
Balance, December 31, 1998           $ 2,958,617    $ 3,816,766    $ 6,775,383
Net income                           240,585        310,367        550,952
Partnership distributions           (306,090)      (394,871)      (700,961)
-----------    -----------    -----------
Balance, December 31, 1999             2,893,112      3,732,262      6,625,374
Net income                           248,449        320,512        568,961
Partnership distributions           (313,954)      (405,016)      (718,970)
-----------    -----------    -----------
Balance, December 31, 2000             2,827,607      3,647,758      6,475,365
Net income                           238,542        307,629        546,171
Partnership distributions           (326,149)      (420,749)      (746,898)
-----------    -----------    -----------
Balance, December 31, 2001           $ 2,740,000    $ 3,534,638    $ 6,274,638
===========    ===========    ===========

168

Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001              2000              1999
---------         ---------         ---------

Cash flows from operating activities:
Net income                                                            $ 546,171         $ 568,961         $ 550,952
---------         ---------         ---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                     186,564           186,564           186,565
Changes in assets and liabilities:
Accounts receivable                                            18,351           (49,475)          (36,556)
Accounts payable                                               10,792             1,000            (1,550)
Prepaid and other expenses                                     (9,426)                0                 0
---------         ---------         ---------
Total adjustments                                          206,281           138,089           148,459
---------         ---------         ---------
Net cash provided by operating activities                  752,452           707,050           699,411
Cash flows from financing activities:
Distributions to partners                                              (683,083)         (764,678)         (703,640)
---------         ---------         ---------
Net increase (decrease) in cash and cash equivalents                         69,369           (57,628)           (4,229)
Cash and cash equivalents, beginning of year                                119,038           176,666           180,895
---------         ---------         ---------
Cash and cash equivalents, end of year                                    $ 188,407         $ 119,038         $ 176,666
=========         =========         =========

Wells/Fremont Associates

On July 15, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Fremont
Associates. On July 21, 1998, Wells/Fremont Associates acquired a 58,424-square
foot two-story manufacturing and office building located in Fremont, California,
known as the Fairchild Building.

On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates, which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.

169

Following are the financial statements for Wells/Fremont Associates:

Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001               2000
----------         ----------

Real estate assets, at cost:
Land                                                                             $2,219,251         $2,219,251
Building, less accumulated depreciation of $999,301 in 2001 and $713,773
in 2000                                                                        6,138,857          6,424,385
----------         ----------
Total real estate assets                                                8,358,108          8,643,636
Cash and cash equivalents                                                               203,750             92,564
Accounts receivable                                                                     133,801            126,433
----------         ----------
Total assets                                                           $8,695,659         $8,862,633
==========         ==========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                                 $    1,896         $    3,016
Due to affiliate                                                                      8,030              7,586
Partnership distributions payable                                                   201,854             89,549
----------         ----------
Total liabilities                                                         211,780            100,151
----------         ----------
Partners' capital:
Wells Operating Partnership, L.P.                                                 6,575,358          6,791,287
Fund X and XI Associates                                                          1,908,521          1,971,195
----------         ----------
Total partners' capital                                                 8,483,879          8,762,482
----------         ----------
Total liabilities and partners' capital                                $8,695,659         $8,862,633
==========         ==========

170

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001              2000              1999
--------          --------          --------

Revenues:
Rental income                                                    $902,945          $902,946          $902,946
Interest income                                                     2,713                 0                 0
Other income                                                        2,015                 0                 0
--------          --------          --------
907,673           902,946           902,946
--------          --------          --------
Expenses:
Depreciation                                                      285,528           285,527           285,526
Management and leasing fees                                        36,267            36,787            37,355
Operating costs, net of reimbursements                             16,585            13,199            16,006
Legal and accounting                                                6,400             4,300             4,885
--------          --------          --------
344,780           339,813           343,772
--------          --------          --------
Net income                                                           $562,893          $563,133          $559,174
========          ========          ========

Net income allocated to Wells Operating Partnership, L.P.            $436,265          $436,452          $433,383
========          ========          ========

Net income allocated to Fund X and XI Associates                     $126,628          $126,681          $125,791
========          ========          ========

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells
Operating             Fund X              Total
Partnership,           and XI             Partners'
L.P.            Associates            Capital
-----------         -----------         -----------

Balance, December 31, 1998                              $ 7,166,682         $ 2,080,155         $ 9,246,837
Net income                                              433,383             125,791             559,174
Partnership distributions                              (611,855)           (177,593)           (789,448)
-----------         -----------         -----------
Balance, December 31, 1999                                6,988,210           2,028,353           9,016,563
Net income                                              436,452             126,681             563,133
Partnership distributions                              (633,375)           (183,839)           (817,214)
-----------         -----------         -----------
Balance, December 31, 2000                                6,791,287           1,971,195           8,762,482
Net income                                              436,265             126,628             562,893
Partnership distributions                              (652,194)           (189,302)           (841,496)
-----------         -----------         -----------
Balance, December 31, 2001                              $ 6,575,358         $ 1,908,521         $ 8,483,879
===========         ===========         ===========

171

Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001              2000              1999
---------         ---------         ---------

Cash flows from operating activities:
Net income                                                            $ 562,893         $ 563,133         $ 559,174
---------         ---------         ---------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation                                                     285,528           285,527           285,526
Changes in assets and liabilities:
Accounts receivable                                            (7,368)          (33,454)          (58,237)
Accounts payable                                               (1,120)            1,001            (1,550)
Due to affiliate                                                  444             2,007             3,527
---------         ---------         ---------
Total adjustments                                          277,484           255,081           229,266
---------         ---------         ---------
Net cash provided by operating activities                  840,377           818,214           788,440
Cash flows from financing activities:
Distributions to partners                                              (729,191)         (914,662)         (791,940)
---------         ---------         ---------
Net increase (decrease) in cash and cash equivalents                        111,186           (96,448)           (3,500)
Cash and cash equivalents, beginning of year                                 92,564           189,012           192,512
---------         ---------         ---------
Cash and cash equivalents, end of year                                    $ 203,750         $  92,564         $ 189,012
=========         =========         =========

Fund XI, XII, and REIT Joint Venture

On May 1, 1999, the Operating Partnership entered into a joint venture with Fund
XI and Wells Real Estate Fund XII, L.P. ("Fund XII"). On May 18, 1999, the joint
venture purchased a 169,510-square foot, two-story manufacturing and office
building, known as EYBL CarTex Building, in Fountain Inn, South Carolina. On
July 21, 1999, the joint venture purchased a 68,900-square foot,
three-story-office building, known as the Sprint Building, in Leawood, Kansas.
On August 17, 1999, the joint venture purchased a 130,000-square foot office and
warehouse building, known as the Johnson Matthey Building, in Chester County,
Pennsylvania. On September 20, 1999, the joint venture purchased a 62,400-square
foot, two-story office building, known as the Gartner Building, in Fort Myers,
Florida.

172

Following are the financial statements for the Fund XI, XII, and REIT Joint
Venture:

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001                2000
-----------         -----------

Real estate assets, at cost:
Land                                                                          $ 5,048,797         $ 5,048,797
Building and improvements, less accumulated depreciation of $2,692,116
in 2001 and $1,599,263 in 2000                                              24,626,336          25,719,189
-----------         -----------
Total real estate assets                                             29,675,133          30,767,986
Cash and cash equivalents                                                             775,805             541,089
Accounts receivable                                                                   675,022             394,314
Prepaid assets and other expenses                                                      26,486              26,486
-----------         -----------
Total assets                                                        $31,152,446         $31,729,875
===========         ===========

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                              $   114,612         $   114,180
Partnership distributions payable                                                 757,500             453,395
-----------         -----------
Total liabilities                                                       872,112             567,575
-----------         -----------
Partners' capital:
Wells Real Estate Fund XI                                                       7,917,646           8,148,261
Wells Real Estate Fund XII                                                      5,174,703           5,325,424
Wells Operating Partnership, L.P.                                              17,187,985          17,688,615
-----------         -----------
Total partners' capital                                              30,280,334          31,162,300
-----------         -----------
Total liabilities and partners' capital                             $31,152,446         $31,729,875
===========         ===========

173

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999

2001              2000            1999
----------       ----------      ----------

Revenues:
Rental income                                                       $3,346,227       $3,345,932      $1,443,446
Interest income                                                         24,480            2,814               0
Other income                                                               360              440              57
----------       ----------      ----------
3,371,067        3,349,186       1,443,503
----------       ----------      ----------

Expenses:
Depreciation                                                         1,092,853        1,092,680         506,582
Management and leasing fees                                            156,987          157,236          59,230
Operating costs, net of reimbursements                                 (27,449)         (30,718)          4,639
Property administration                                                 65,765           36,707          15,979
Legal and accounting                                                    18,000           14,725           4,000
----------       ----------      ----------
1,306,156        1,270,630         590,430
----------       ----------      ----------
Net income                                                              $2,064,911       $2,078,556      $  853,073
==========       ==========      ==========

Net income allocated to Wells Real Estate Fund XI                       $  539,930       $  543,497      $  240,031
==========       ==========      ==========

Net income allocated to Wells Real Estate Fund XII                      $  352,878       $  355,211      $  124,542
==========       ==========      ==========

Net income allocated to Wells Operating Partnership, L.P.               $1,172,103       $1,179,848      $  488,500
==========       ==========      ==========

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999

Wells
Wells Real      Wells Real        Operating           Total
Estate           Estate        Partnership,       Partners'
Fund XI         Fund XII            L.P.            Capital
----------      ----------       ------------     -----------

Balance, December 31, 1998                          $        0      $        0       $         0      $         0
Net income                                         240,031         124,542           488,500          853,073
Partnership contributions                        8,470,160       5,520,835        18,376,267       32,367,262
Partnership distributions                         (344,339)       (177,743)         (703,797)      (1,225,879)
----------      ----------       -----------      -----------
Balance, December 31, 1999                           8,365,852       5,467,634        18,160,970       31,994,456
Net income                                         543,497         355,211         1,179,848        2,078,556
Partnership distributions                         (761,088)       (497,421)       (1,652,203)      (2,910,712)
----------      ----------       -----------      -----------
Balance, December 31, 2000                           8,148,261       5,325,424        17,688,615       31,162,300
Net income                                         539,930         352,878         1,172,103        2,064,911
Partnership distributions                         (770,545)       (503,599)       (1,672,733)      (2,946,877)
----------      ----------       -----------      -----------
Balance, December 31, 2001                          $7,917,646      $5,174,703       $17,187,985      $30,280,334
==========      ==========       ===========      ===========

174

The Fund XI, XII, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2001, 2000, and 1999

2001             2000            1999
-----------      -----------     -----------

Cash flows from operating activities:

Net income                                                       $ 2,064,911      $ 2,078,556     $   853,073
-----------      -----------     -----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation                                                1,092,853        1,092,680         506,582
Changes in assets and liabilities:
Accounts receivable                                       (280,708)        (260,537)       (133,777)
Prepaid expenses and other assets                                0                0         (26,486)
Accounts payable                                               432            1,723         112,457
-----------      -----------     -----------
Total adjustments                                       812,577          833,866         458,776
-----------      -----------     -----------
Net cash provided by operating activities             2,877,488        2,912,422       1,311,849
Cash flows from financing activities:
Distributions to joint venture partners                           (2,642,772)      (3,137,611)       (545,571)
-----------      -----------     -----------
Net increase (decrease) in cash and cash equivalents                     234,716         (225,189)        766,278
Cash and cash equivalents, beginning of year                             541,089          766,278               0
-----------      -----------     -----------
Cash and cash equivalents, end of year                               $   775,805      $   541,089     $   766,278
===========      ===========     ===========

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture              $         0      $         0     $ 1,294,686
===========      ===========     ===========
Contribution of real estate assets to joint venture              $         0      $         0     $31,072,562
===========      ===========     ===========

Fund XII and REIT Joint Venture

On May 10, 2000, the Operating Partnership entered into a joint venture with
Fund XII. The joint venture, Fund XII and REIT Joint Venture, was formed to
acquire, develop, operate, and sell real property. On May 20, 2000, the joint
venture purchased a 77,054-square foot, three-story office building known as the
Siemens Building in Troy, Oakland County, Michigan. On December 28, 2000, the
joint venture purchased a 50,000-square foot, one-story office building and a
78,500-square foot two-story office building collectively known as the AT&T Call
Center Buildings in Oklahoma City, Oklahoma County, Oklahoma. On May 15, 2001,
the joint venture purchased a 201,237-square foot, three-story office building
known as the Comdata Building located in Brentwood, Williamson County,
Tennessee.

175

Following are the financial statements for Fund XII and REIT Joint Venture:

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000

Assets

2001              2000
------------      ------------

Real estate assets, at cost:

Land                                                                            $  8,899,574      $  4,420,405
Building and improvements, less accumulated depreciation of
$2,131,838 in 2001 and $324,732 in 2000                                        45,814,781        26,004,918
------------      ------------
Total real estate assets                                                54,714,355        30,425,323
Cash and cash equivalents                                                              1,345,562           207,475
Accounts receivable                                                                      442,023           130,490
------------      ------------
Total assets                                                          $ 56,501,940      $ 30,763,288
============      ============

Liabilities and Partners' Capital

Liabilities:

Accounts payable                                                                $    134,969      $          0
Partnership distributions payable                                                  1,238,205           208,261
------------      ------------
Total liabilities                                                        1,373,174           208,261
------------      ------------
Partners' capital:
Wells Real Estate Fund XII                                                        24,828,894        16,242,127
Wells Operating Partnership, L.P.                                                 30,299,872        14,312,900
------------      ------------
Total partners' capital                                                 55,128,766        30,555,027
------------      ------------
Total liabilities and partners' capital                               $ 56,501,940      $ 30,763,288
============      ============

176

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Year Ended December 31, 2001 and
the Period From May 10, 2000 (Inception) Through
December 31, 2000

2001           2000
----------      --------

Revenues:
Rental income                                                       $4,683,323      $974,796
Interest income                                                         25,144         2,069
----------      --------
4,708,467       976,865
----------      --------
Expenses:
Depreciation                                                         1,807,106       324,732
Management and leasing fees                                            224,033        32,756
Partnership administration                                              38,928         3,917
Legal and accounting                                                    16,425             0
Operating costs, net of reimbursements                                  10,453         1,210
----------      --------
2,096,945       362,615
----------      --------
Net income                                                              $2,611,522      $614,250
==========      ========

Net income allocated to Wells Real Estate Fund XII                      $1,224,645      $309,190
==========      ========

Net income allocated to Wells Operating Partnership, L.P.               $1,386,877      $305,060
==========      ========

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Year Ended December 31, 2001 and
the Period From May 10, 2000 (Inception) Through
December 31, 2000

Wells Real            Wells                Total
Estate            Operating            Partners'
Fund XII        Partnership, L.P.        Capital
-----------      -----------------      -----------

Balance, May 10, 2000 (inception)                     $         0         $            0      $         0
Net income                                            309,190                305,060          614,250
Partnership contributions                          16,340,884             14,409,171       30,750,055
Partnership distributions                            (407,948)              (401,330)        (809,278)
-----------      -----------------      -----------
Balance, December 31, 2000                             16,242,126             14,312,901       30,555,027
Net income                                          1,224,645              1,386,877        2,611,522
Partnership contributions                           9,298,084             16,795,441       26,093,525
Partnership distributions                          (1,935,961)            (2,195,347)      (4,131,308)
-----------      -----------------      -----------
Balance, December 31, 2001                            $24,828,894         $   30,299,872      $55,128,766
===========      =================      -----------

177

Fund XII and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Cash Flows
for the Year Ended December 31, 2001 and
the Period From May 10, 2000 (Inception) Through
December 31, 2000

2001              2000
------------     -------------

Cash flows from operating activities:
Net income                                                                       $  2,611,522     $     614,250
------------     -------------

Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation                                                                 1,807,106           324,732
Changes in assets and liabilities:
Accounts receivable                                                        (311,533)         (130,490)
Accounts payable                                                            134,969                 0
------------     -------------
Total adjustments                                                      1,630,542           194,242
------------     -------------
Net cash provided by operating activities                              4,242,064           808,492
------------     -------------
Cash flows from investing activities:

Investment in real estate                                                         (26,096,138)      (29,520,043)
------------     -------------
Cash flows from financing activities:
Distributions to joint venture partners                                            (3,101,364)         (601,017)
Contributions received from partners                                               26,093,525        29,520,043
------------     -------------
Net cash provided by financing activities                             22,992,161        28,919,026
------------     -------------
Net increase in cash and cash equivalents                                               1,138,087           207,475
Cash and cash equivalents, beginning of period                                            207,475                 0
------------     -------------
Cash and cash equivalents, end of year                                               $  1,345,562     $     207,475
============     =============

Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture                              $          0     $   1,230,012
============     =============

178

Fund XIII and REIT Joint Venture

On June 27, 2001, Wells Real Estate Fund XIII, L.P. ("Fund XIII") entered into a
joint venture with the Operating Partnership to form the Fund XIII and REIT
Joint Venture. On July 16, 2001, the Fund XIII and REIT Joint Venture purchased
an 85,000-square foot, two-story office building known as the AmeriCredit
Building in Clay County, Florida. On December 21, 2001, the Fund XIII and REIT
Joint Venture purchased two connected one-story office and assembly buildings
consisting of 148,200 square feet known as the ADIC Buildings in Douglas County,
Colorado.

Following are the financial statements for the Fund XIII and REIT Joint Venture:

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheet
December 31, 2001

Assets

Real estate assets, at cost:

Land                                                            $  3,724,819
Building and improvements, less accumulated depreciation
of $266,605 in 2001                                              22,783,948
------------
Total real estate assets                                26,508,767
Cash and cash equivalents                                                460,380
Accounts receivable                                                       71,236
Prepaid assets and other expenses                                            773
------------
Total assets                                          $ 27,041,156
============

Liabilities and Partners' Capital

Liabilities:
Accounts payable                                                $    145,331
Partnership distributions payable                                    315,049
------------
Total liabilities                                          460,380
------------
Partners' capital:
Wells Real Estate Fund XIII                                        8,453,438
Wells Operating Partnership, L.P.                                 18,127,338
------------
Total partners' capital                                 26,580,776
------------
Total liabilities and partners' capital               $ 27,041,156
============

179

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Income
for the Period From June 27, 2001 (Inception) Through
December 31, 2001
Revenues:
Rental income                                                      $706,373
---------
Expenses:
Depreciation                                                        266,605
Management and leasing fees                                          26,954
Operating costs, net of reimbursements                               53,659
Legal and accounting                                                  2,800
---------
350,018
---------
Net income                                                             $356,355
=========

Net income allocated to Wells Real Estate Fund XIII                    $ 58,610
=========

Net income allocated to Wells Operating Partnership, L.P.              $297,745
=========

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Partners' Capital
for the Period From June 27, 2001 (Inception) Through
December 31, 2001

Wells
Wells Real    Operating         Total
Estate       Partnership,     Partners'
Fund XIII         L.P.          Capital
----------    -----------      ---------

Balance, June 27, 2001 (inception)    $        0     $         0   $          0
Net income                              58,610         297,745        356,355
Partnership contributions            8,491,069      18,285,076     26,776,145
Partnership distributions              (96,241)       (455,483)      (551,724)
----------     -----------   ------------
Balance, December 31, 2001            $8,453,438     $18,127,338   $ 26,580,776
==========     ===========   ============

180

The Fund XIII and REIT Joint Venture
(A Georgia Joint Venture)
Statement of Cash Flows
for the Period From June 27, 2001 (Inception) Through
December 31, 2001

Cash flows from operating activities:
Net income                                                                                        $     356,355
-------------
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation                                                                                         266,605
Changes in assets and liabilities:
Accounts receivable                                                                              (71,236)
Prepaid expenses and other assets                                                                   (773)
Accounts payable                                                                                 145,331
-------------
Total adjustments                                                                             339,927
-------------
Net cash provided by operating activities                                                     696,282
-------------
Cash flows from investing activities:
Investment in real estate                                                                           (25,779,337)
-------------
Cash flows from financing activities:
Contributions from joint venture partners                                                            25,780,110
Distributions to joint venture partners                                                                (236,675)
-------------
Net cash provided by financing activities                                                  25,543,435
-------------
Net increase in cash and cash equivalents                                                                   460,380
Cash and cash equivalents, beginning of period                                                                    0
-------------
Cash and cash equivalents, end of year                                                                $     460,380
-------------
Supplemental disclosure of noncash activities:
Deferred project costs contributed to Joint Venture                                               $     996,035
=============

6.   INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL

The Operating Partnership's income tax basis net income for the years ended
December 31, 2001 and 2000 are calculated as follows:

2001               2000
--------------     --------------

Financial statement net income                                                       $21,723,967      $  8,552,967
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                                 7,347,459         3,511,353
Rental income accrued for financial reporting purposes in excess of
amounts for income tax purposes                                                (2,735,237)       (1,822,220)
Expenses deductible when paid for income tax purposes, accrued for
financial reporting purposes                                                       25,658            37,675
--------------     --------------
Income tax basis net income                                                          $26,361,847      $ 10,279,775
==============     ==============

181

The Operating Partnership's income tax basis partners' capital at December
31, 2001 and 2000 is computed as follows:

2001                2000
------------       ------------

Financial statement partners' capital                                            $710,285,758       $265,341,612
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes in excess of
amounts for income tax purposes                                             11,891,061          4,543,602
Capitalization of syndication costs for income tax purposes, which
are accounted for as cost of capital for financial reporting
purposes                                                                    12,896,312         12,896,312
Accumulated rental income accrued for financial reporting purposes
in excess of amounts for income tax purposes                                (5,382,483)        (2,647,246)
Accumulated expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes                                       114,873             89,215
Dividends payable                                                               1,059,026          1,025,010
Other                                                                            (222,378)          (222,378)
------------       ------------
Income tax basis partners' capital                                               $730,642,169       $281,026,127
============       ============

7.       RENTAL INCOME

The future minimum rental income due from the Operating Partnership's direct
investment in real estate or its respective ownership interest in the joint
ventures under noncancelable operating leases at December 31, 2001 is as
follows:

Year ended December 31:
2002                                  $  69,364,229
2003                                     70,380,691
2004                                     71,184,787
2005                                     70,715,556
2006                                     71,008,821
Thereafter                                  270,840,299
-------------
$ 623,494,383
=============

One tenant contributed 10% of rental income for the year ended December 31,
2001. In addition, one tenant will contribute 12% of future minimum rental
income.

Future minimum rental income due from Fund VIII, IX, and REIT Joint Venture
under noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                     $1,287,119
2003                                      1,287,119
2004                                        107,260
2005                                              0
2006                                              0
Thereafter                                            0
----------
$2,681,498
==========

One tenant contributed 100% of rental income for the year ended December 31,
2001. In addition, one tenant will contribute 100% of future minimum rental
income.

182

The future minimum rental income due from Fund IX, X, XI, and REIT Joint
Venture under noncancelable operating leases at December 31, 2001 is as
follows:

Year ended December 31:
2002                                     $  3,648,769
2003                                        3,617,432
2004                                        3,498,472
2005                                        2,482,815
2006                                        2,383,190
Thereafter                                      3,053,321
------------
$ 18,683,999
============

Four tenants contributed 26%, 23%, 13%, and 13% of rental income for the
year ended December 31, 2001. In addition, four tenants will contribute
38%, 21%, 20%, and 17% of future minimum rental income.

The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                     $   834,888
2003                                         695,740
-----------
$ 1,530,628
===========

One tenant contributed 100% of rental income for the year ended December
31, 2001 and will contribute 100% of future minimum rental income.

The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                     $   922,444
2003                                         950,118
2004                                         894,832
-----------
$ 2,767,394
===========

One tenant contributed 100% of rental income for the year ended December
31, 2001 and will contribute 100% of future minimum rental income.

The future minimum rental income due from Fund XI, XII, and REIT Joint
Venture under noncancelable operating leases at December 31, 2001 is as
follows:

Year ended December 31:
2002                                     $  3,277,512
2003                                        3,367,510
2004                                        3,445,193
2005                                        3,495,155
2006                                        3,552,724
Thereafter                                      2,616,855
------------
$ 19,754,949
============

Four tenants contributed approximately 30%, 28%, 24%, and 18% of rental
income for the year ended December 31, 2001. In addition, four tenants will
contribute approximately 30%, 27%, 25%, and 18% of future minimum rental
income.

183

The future minimum rental income due from Fund XII and REIT Joint Venture
under noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                    $  5,352,097
2003                                       5,399,451
2004                                       5,483,564
2005                                       5,515,926
2006                                       5,548,289
Thereafter                                    34,677,467
------------
$ 61,976,794
============

Three tenants contributed approximately 31%, 29%, and 27% of rental income
for the year ended December 31, 2001. In addition, three tenants will
contribute approximately 58%, 21%, and 18% of future minimum rental income.

The future minimum rental income due Fund XIII and REIT Joint Venture under
noncancelable operating leases at December 31, 2001 is as follows:

Year ended December 31:
2002                                    $  2,545,038
2003                                       2,602,641
2004                                       2,661,228
2005                                       2,721,105
2006                                       2,782,957
Thereafter                                    13,915,835
------------
$ 27,228,804
============

One tenant contributed approximately 95% of rental income for the year
ended December 31, 2001. In addition, two tenants will contribute
approximately 51% and 49% of future minimum rental income.

8.   INVESTMENT IN BONDS AND OBLIGATION UNDER CAPITAL LEASE

On September 27, 2001, the Operating Partnership acquired a ground
leasehold interest in the Ingram Micro Distribution Facility pursuant to a
Bond Real Property Lease dated December 20, 1995 (the "Bond Lease"). The
ground leasehold interest under the Bond Lease, along with the Bond and
Bond Deed of Trust described below, were purchased from Ingram Micro, L.P.
("Ingram") in a sale lease-back transaction for a purchase price of
$21,050,000. The Bond Lease expires on December 31, 2026. At closing, the
Operating Partnership also entered into a new lease with Ingram pursuant to
which Ingram agreed to lease the entire Ingram Micro Distribution Facility
for a lease term of 10 years with two successive 10-year renewal options.

In connection with the original development of the Ingram Micro
Distribution Facility, the Industrial Development Board of the City of
Milington, Tennessee (the "Industrial Development Board") issued an
Industrial Development Revenue Note dated December 20, 1995 in the
principal amount of $22,000,000 (the "Bond") to Lease Plan North America,
Inc. (the "Original Bond Holder"). The proceeds from the issuance of the
Bond were utilized to finance the construction of the Ingram Micro
Distribution Facility. The Bond is secured by a Fee Construction Mortgage
Deed of Trust Assignment of Rents and Leases also dated December 20, 1995
(the "Bond Deed of Trust") executed by the Industrial Development Board for
the benefit of the Original Bond Holder. Beginning in 2006, the holder of
the Bond Lease has the option to purchase the land underlying the Ingram
Micro Distribution Facility for $100.00 plus satisfaction of the
indebtedness evidenced by the Bond which, as set forth below, was acquired
and is currently held by the Operating Partnership.

On December 20, 2000, Ingram purchased the Bond and the Bond Deed of Trust
from the Original Bond Holder. On September 27, 2001, along with purchasing
the Ingram Micro Distribution Facility through its acquisition of the
ground leasehold interest under the Bond Lease, the Operating Partnership
also acquired the Bond and the Bond

184

Deed of Trust from Ingram. Because the Operating Partnership is technically
subject to the obligation to pay the $22,000,000 indebtedness evidenced by
the Bond, the obligation to pay the Bond is carried on the Company's books
as a liability; however, since Operating Partnership is also the owner of
the Bond, the Bond is also carried on the Company's books as an asset.

9.   NOTES PAYABLE

As of December 31, 2001, the Operating Partnership's notes payable included
the following:

Note payable to Bank of America, interest at 5.9%,
interest payable monthly, due July 30, 2003,
collateralized by the Nissan property                         $  468,844

Note payable to SouthTrust Bank, interest at
LIBOR plus 175 basis points, principal and interest
payable monthly, due June 10, 2002; collateralized
by the Operating Partnership's interests in the
Cinemark Building, the Dial Building, the ASML
Building, the Motorola Tempe Building, the Avnet
Building, the Matsushita Building, and the PwC Building        7,655,600
----------
Total                                           $8,124,444
==========

The contractual maturities of the Operating Partnership's notes payable are
as follows as of December 31, 2001:

2002                                                 $7,655,600
2003                                                    468,844
----------
Total                                  $8,124,444
==========

10.  COMMITMENTS AND CONTINGENCIES

Take Out Purchase and Escrow Agreement

An affiliate of the Advisor ("Wells Exchange") has developed a program (the
"Wells Section 1031 Program") involving the acquisition by Wells Exchange
of income-producing commercial properties and the formation of a series of
single member limited liability companies for the purpose of facilitating
the resale of co-tenancy interests in such real estate properties to be
owned in co-tenancy arrangements with persons ("1031 Participants") who are
looking to invest the proceeds from a sale of real estate held for
investment in another real estate investment for purposes of qualifying for
like-kind exchange treatment under Section 1031 of the Code. Each of these
properties will be financed by a combination of permanent first mortgage
financing and interim loan financing obtained from institutional lenders.

Following the acquisition of each property, Wells Exchange will attempt to
sell co-tenancy interests to 1031 Participants, the proceeds of which will
be used to pay off the interim financing. In consideration for the payment
of a take out fee to the Company, and following approval of the potential
property acquisition by the Company's board of directors, it is anticipated
that Wells OP will enter into a take out purchase and escrow agreement or
similar contract providing that, in the event that Wells Exchange is unable
to sell all of the co-tenancy interest in that particular property to 1031
Participants, the Operating Partnership will purchase, at Wells Exchange's
cost, any co-tenancy interests remaining unsold at the end of the offering
period.

As a part of the initial transaction in the Wells Section 1031 Program, and
in consideration for the payment of a take out fee in the amount of
$137,500 to the Company, Wells OP entered into a take out purchase and
escrow agreement dated April 16, 2001 providing that, among other things,
Wells OP is obligated to acquire, at Wells Exchange's cost ($839,694 in
cash plus $832,060 of assumed debt for each 7.63358% interest of co-tenancy
interest unsold), any co-tenancy interest in the building known as the Ford
Motor Credit Complex which remains unsold at the expiration of the offering
of Wells Exchange, which has been extended to April 15, 2002, which is also
the maturity date of the interim loan relating to such property. The Ford
Motor Credit Complex consists of two connecting office buildings containing
167,438 rentable square feet located in Colorado Springs, Colorado,
currently under a triple-net lease with Ford Motor Credit Company, a wholly
owned subsidiary of Ford Motor Company.

185

The obligations of Wells OP under the take out purchase and escrow
agreement are secured by reserving against a portion of Wells OP's existing
line of credit with Bank of America, N.A. (the "Interim Lender"). If, for
any reason, Wells OP fails to acquire any of the co-tenancy interest in the
Ford Motor Credit Complex which remains unsold as of April 15, 2002, or
there is otherwise an uncured default under the interim loan or the line of
credit documents, the Interim Lender is authorized to draw down Wells OP's
line of credit in the amount necessary to pay the outstanding balance of
the interim loan in full, in which event the appropriate amount of
co-tenancy interest in the Ford Motor Credit Complex would be deeded to
Wells OP. Wells OP's maximum economic exposure in the transaction is
$21,900,000, in which event Wells OP would acquire the Ford Motor Credit
Complex for $11,000,000 in cash plus assumption of the first mortgage
financing in the amount of $10,900,000. If some, but not all, of the
co-tenancy interests are sold, Wells OP's exposure would be less, and it
would own an interest in the property in co-tenancy with the 1031
Participants who had previously acquired co-tenancy interests in the Ford
Motor Credit Complex from Wells Exchange.

Development of the Nissan Property

The Operating Partnership has entered into an agreement with an independent
third-party general contractor for the purpose of designing and
constructing a three-story office building containing 268,290 rentable
square feet on the Nissan Property. The construction agreement provides
that the Operating Partnership will pay the contractor a maximum of
$25,326,017 for the design and construction of the building. Construction
commenced on January 25, 2002 and is scheduled to be completed within 20
months.

General

Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Company, the Operating
Partnership, or the Advisor. In the normal course of business, the Company,
the Operating Partnership, or the Advisor may become subject to such
litigation or claims.

186

11.  SHAREHOLDERS' EQUITY

Common Stock Option Plan

The Wells Real Estate Investment Trust, Inc. Independent Director Stock
Option Plan ("the Plan") provides for grants of stock to be made to
independent nonemployee directors of the Company. Options to purchase 2,500
shares of common stock at $12 per share are granted upon initially becoming
an independent director of the Company. Of these shares, 20% are
exercisable immediately on the date of grant. An additional 20% of these
shares become exercisable on each anniversary following the date of grant
for a period of four years. Effective on the date of each annual meeting of
shareholders of the Company, beginning in 2000, each independent director
will be granted an option to purchase 1,000 additional shares of common
stock. These options vest at the rate of 500 shares per full year of
service thereafter. All options granted under the Plan expire no later than
the date immediately following the tenth anniversary of the date of grant
and may expire sooner in the event of the disability or death of the
optionee or if the optionee ceases to serve as a director.

The Company has adopted the disclosure provisions in Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." As permitted by the provisions of SFAS No. 123, the Company
applies Accounting Principles Board Opinion No. 25 and the related
interpretations in accounting for its stock option plans and, accordingly,
does not recognize compensation cost.

A summary of the Company's stock option activity during 2001 and 2000 is as
follows:

Exercise
Number       Price
------       -----

Outstanding at December 31, 1999                     17,500        $12
Granted                                           7,000         12
--------
Outstanding at December 31, 2000                     24,500         12
Granted                                           7,000         12
--------
Outstanding at December 31, 2001                     31,500         12
========

Outstanding options exercisable as of
December 31, 2001                                    10,500         12
========

For SFAS No. 123 purposes, the fair value of each stock option for 2001 and
2000 has been estimated as of the date of the grant using the minimum value
method. The weighted average risk-free interest rates assumed for 2001 and
2000 were 5.05% and 6.45%, respectively. Dividend yields of 7.8% and 7.3%
were assumed for 2001 and 2000, respectively. The expected life of an
option was assumed to be six years and four years for 2001 and 2000,
respectively. Based on these assumptions, the fair value of the options
granted during 2001 and 2000 is $0.

Treasury Stock

During 1999, the Company's board of directors authorized a dividend
reinvestment program (the "DRP"), through which common shareholders may
elect to reinvest an amount equal to the dividends declared on their common
shares into additional shares of the Company's common stock in lieu of
receiving cash dividends. During 2000, the Company's board of directors
authorized a common stock repurchase plan subject to the amount reinvested
in the Company's common shares through the DRP, less shares already
redeemed, and a limitation in the amount of 3% of the average common shares
outstanding during the preceding year. During 2001 and 2000, the Company
repurchased 413,743 and 141,297 of its own common shares at an aggregate
cost of $4,137,427 and $1,412,969, respectively. These transactions were
funded with cash on hand and did not exceed either of the foregoing
limitations.

187

12.  QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial
information for the years ended December 31, 2001 and 2000:

2001 Quarters Ended
--------------------------------------------------------------------
March 31         June 30          September 30        December 31
-----------    --------------      --------------     --------------

Revenues                                      $10,669,713       $10,891,240         $12,507,904        $15,239,945
Net income                                      3,275,345         5,038,898           6,109,137          7,300,587
Basic and diluted earnings per share
(a)                                         $      0.10       $      0.12         $      0.11        $      0.10
Dividends per share (a)                              0.19              0.19                0.19               0.19

(a)    The totals of the four quarterly amounts for the year
ended December 31, 2001 do not equal the totals for
the year. This difference results from rounding
differences between quarters.

2000 Quarters Ended
--------------------------------------------------------------------
March 31          June 30          September 30        December 31
-----------    --------------      --------------     --------------

Revenues                                      $ 3,710,409       $ 5,537,618         $ 6,586,611        $ 7,538,568
Net income                                      1,691,288         1,521,021           2,525,228          2,815,430
Basic and diluted earnings per share          $      0.11       $      0.08         $      0.11        $      0.10
Dividends per share                                  0.18              0.18                0.18               0.19

13.  SUBSEQUENT EVENT

On January 11, 2002, the Operating Partnership purchased a three-story
office building on a 9.8-acre tract of land located in Sarasota County,
Florida known as the Arthur Andersen Building, from an unaffiliated third
party for $21,400,000. The Operating Partnership incurred additional
related acquisition expenses, including attorneys' fees, recording fees,
structural report and environmental report fees, and other closing costs,
of approximately $30,000.

188

WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY

(A Georgia Public Limited Partnership)

SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2001

Initial Cost
-----------------------------
Costs of
Ownership                                 Buildings and       Capitalized
Description               Percentage  Encumbrances       Land         Improvements      Improvements
---------------            ------------ -------------    ---------    ----------------    --------------

ALSTOM
POWER--
KNOXVILLE
PROPERTY
(a)                          4%           None        $  582,897     $   744,164       $  6,744,547

AVAYA BUILDING                  4            None         1,002,723       4,386,374            242,241

360
INTERLOCKEN(c)                  4            None         1,570,000       6,733,500            437,266

IOMEGA
PROPERTY(d)                     4            None           597,000       4,674,624            876,459

OHMEDA
PROPERTY (e)                    4            None         2,613,600       7,762,481            528,415

FAIRCHILD
PROPERTY (f)                   78            None         2,130,480       6,852,630            374,300

ORANGE COUNTY
PROPERTY (g)                   44            None         2,100,000       4,463,700            287,916

PRICEWATER-
HOUSECOOPERS
PROPERTY (h)                  100            None         1,460,000      19,839,071            825,560

EYBL CARTEX
PROPERTY (i)                   57            None           330,000       4,791,828            213,411

SPRINT BUILDING
(j)                            57            None         1,696,000       7,850,726            397,783

JOHNSON
MATTHEY (k)                    57            None         1,925,000       6,131,392            335,685

GARTNER
PROPERTY (l)                   57            None           895,844       7,451,760            347,820

AT&T--pa
PROPERTY (m)                  100            None           662,000      11,836,368            265,740

Gross Amount at Which Carried at December 31, 2001
--------------------------------------------------------
Life on Which
Depreciation
Buildings and    Construction                  Accumulated      Date of      Date       is Computed
Description        Land     Improvements     in Progress      Total      Depreciation   Construction  Acquired        (dd)
--------------  ------------ --------------  --------------  -----------  -------------- ------------- ----------  --------------

ALSTOM
POWER--                                                                                    1997     12/10/96    20 to 25 years
KNOXVILLE
PROPERTY
(a)           $  607,930    $ 7,463,678     $        0    $ 8,071,608    $ 1,844,482

AVAYA BUILDING    1,051,138      4,580,200              0      5,631,338        656,495       1998      6/24/98    20 to 25 years

360                                                                                           1996      3/20/98    20 to 25 years
INTERLOCKEN(c)    1,650,070      7,090,696              0      8,740,766      1,098,339

IOMEGA                                                                                        1998      7/01/98    20 to 25 years
PROPERTY(d)         641,988      5,506,095              0      6,148,083        742,404

OHMEDA                                                                                        1998      2/13/98    20 to 25 years
PROPERTY (e)      2,746,894      8,157,602              0     10,904,496      1,278,024

FAIRCHILD                                                                                     1998      7/21/98    20 to 25 years
PROPERTY (f)      2,219,251      7,138,159              0      9,357,410        999,301

ORANGE COUNTY                                                                                 1998      7/31/98    20 to 25 years
PROPERTY (g)      2,187,501      4,664,115              0      6,851,616        651,780

PRICEWATER-
HOUSECOOPERS                                                                                  1998     12/31/98    20 to 25 years
PROPERTY (h)      1,520,834     20,603,797              0     22,124,631      2,469,792

EYBL CARTEX                                                                                   1998      5/18/99    20 to 25 years
PROPERTY (i)        343,750      4,991,489              0      5,335,239        532,416

SPRINT BUILDING                                                                               1998       7/2/98    20 to 25 years
(j)               1,766,667      8,177,842              0      9,944,509        817,785

JOHNSON                                                                                       1973      8/17/99    20 to 25 years
MATTHEY (k)       2,005,209      6,386,868              0      8,392,077        617,438

GARTNER                                                                                       1998      9/20/99    20 to 25 years
PROPERTY (l)        933,171      7,762,253              0      8,695,424        724,477

AT&T--pa                                                                                      1998       2/4/99    20 to 25 years
PROPERTY (m)        689,583     12,074,525              0     12,764,108      1,408,686

189

Initial Cost
---------------------------
Costs of
Ownership                             Buildings and     Capitalized
Description     Percentage   Encumbrances     Land      Improvements     Improvements
---------------  ------------ -------------  ---------  ----------------  --------------

MARCONI
PROPERTY (n)          100          None       5,000,000     28,161,665       1,381,747

CINEMARK
PROPERTY (o)          100          None       1,456,000     20,376,881         908,217

MATSUSHITA
PROPERTY (p)          100          None       4,577,485              0      13,860,142

ALSTOM
POWER--
RICHMOND
PROPERTY(q)           100          None         948,401              0       9,938,308

METRIS--OK
PROPERTY (r)          100          None       1,150,000     11,569,583         541,489

DIAL PROPERTY
(s)                   100          None       3,500,000     10,785,309         601,264

ASML PROPERTY
(t)                   100          None               0     17,392,633         731,685

MOTOROLA--AZ
PROPERTY (u)          100          None               0     16,036,219         669,639

AVNET
PROPERTY (v)          100          None               0     13,271,502         551,156

DELPHI
PROPERTY (w)          100          None       2,160,000     16,775,971       1,676,956

SIEMENS
PROPERTY (x)           47          None       2,143,588     12,048,902         591,358

QUEST
PROPERTY (y)           16          None       2,220,993      5,545,498          51,285

MOTOROLA--NJ
PROPERTY (z)          100          None       9,652,500     20,495,243               0

METRIS--MN
PROPERTY (aa)         100          None       7,700,000     45,151,969           2,181

STONE &
WEBSTER
PROPERTY (bb)         100          None       7,100,000     37,914,954               0

AT&T--OK
PROPERTY (cc)          47          None       2,100,000     13,227,555         638,651

COMDATA
PROPERTY               64          None       4,300,000     20,650,000         572,944

AMERICREDIT
PROPERTY               87          None       1,610,000     10,890,000         563,257

STATE STREET
PROPERTY              100          None      10,600,000     38,962,988       4,344,837

IKON PROPERTY         100          None       2,735,000     17,915,000         985,856

NISSAN
PROPERTY              100    $8,124,444       5,545,700              0          21,353

Gross Amount at Which Carried at December 31, 2001
--------------------------------------------------------
Life on Which
Depreciation
Buildings and    Construction                  Accumulated      Date of      Date       is Computed
Description        Land     Improvements     in Progress      Total      Depreciation   Construction  Acquired        (dd)
--------------  ------------ --------------  --------------  -----------  -------------- ------------- ----------  --------------

MARCONI                                                                                       1991       9/10/99   20 to 25 years
PROPERTY (n)      5,208,335     29,335,077          0         34,543,412     2,737,941

CINEMARK                                                                                      1999      12/21/99   20 to 25 years
PROPERTY (o)      1,516,667     21,224,431          0         22,741,098     1,768,692

MATSUSHITA                                                                                    1999       3/15/99   20 to 25 years
PROPERTY (p)      4,768,215     13,773,660          0         18,541,875     2,032,803

ALSTOM                                                                                        1999       7/22/99   20 to 25 years
POWER--
RICHMOND
PROPERTY(q)         987,918      9,923,454          0         10,911,372       921,980

METRIS--OK                                                                                    2000       2/11/00   20 to 25 years
PROPERTY (r)      1,197,917     12,063,155          0         13,261,072       881,413

DIAL PROPERTY                                                                                 1997       3/29/00   20 to 25 years
(s)               3,645,835     11,240,738     83,125         14,969,698       821,315

ASML PROPERTY                                                                                 1995       3/29/00   20 to 25 years
(t)                       0     18,124,318          0         18,124,318     1,314,573

MOTOROLA--AZ                                                                                  1998       3/29/00   20 to 25 years
PROPERTY (u)              0     16,705,858          0         16,705,858     1,218,400

AVNET                                                                                         2000       6/12/00   20 to 25 years
PROPERTY (v)              0     13,822,658          0         13,822,658       868,060

DELPHI                                                                                        2000       6/29/00   20 to 25 years
PROPERTY (w)      2,250,008     18,469,408     14,877         20,734,293     1,286,705

SIEMENS                                                                                       2000       5/10/00   20 to 25 years
PROPERTY (x)      2,232,905     12,550,943     43,757         14,827,605       959,465

QUEST                                                                                         1997       9/10/97   20 to 25 years
PROPERTY (y)      2,220,993      5,602,160          0          7,823,153       649,436

MOTOROLA--NJ                                                                                  2000       11/1/00   20 to 25 years
PROPERTY (z)     10,054,720     25,540,919    392,104         35,987,743     1,541,768

METRIS--MN                                                                                    2000      12/21/00   20 to 25 years
PROPERTY (aa)     8,020,859     47,042,309          0         55,063,168     2,000,737

STONE &                                                                                       1994      12/21/00   20 to 25 years
WEBSTER
PROPERTY (bb)     7,395,857     39,498,469          0         46,894,326     1,679,981

AT&T--OK
PROPERTY (cc)     2,187,500     13,785,631          0         15,973,131       597,317        1999      12/28/00   20 to 25 years

COMDATA
PROPERTY          4,479,168     21,566,287          0         26,045,455       575,056        1986     5/15/2001   20 to 25 years

AMERICREDIT
PROPERTY          1,677,084     11,386,174          0         13,063,258       227,724        2001     7/16/2001   20 to 25 years

STATE STREET                                                                                  1998     7/30/2001   20 to 25 years
PROPERTY         11,041,670     40,666,305  2,201,913         53,909,888       807,903

IKON PROPERTY     2,847,300     18,792,672          0         21,639,972       250,689        2000      9/7/2001   20 to 25 years

NISSAN                                                                                        2002     9/19/2001   20 to 25 years
PROPERTY          5,567,053              0  2,653,777          8,220,830             0

190

Initial Cost                Gross Amount at Which Carried at December 31, 2001
----------------------------       ----------------------------------------------------

Costs of
Ownership                                Buildings and  Capitalized                  Buildings and  Construction
Description     Percentage   Encumbrances     Land       Improvements   Improvements      Land       Improvements   in Progress
----------------   ----------   ------------  -----------   -------------  -----------   ------------   -------------  ------------

INGRAM MICRO
PROPERTY              100       $22,000,000       333,049     20,666,951       922,657        333,049     21,590,010            0

LUCENT
PROPERTY              100              None     7,000,000     10,650,000     1,106,240      7,275,830     11,484,562            0

CONVERGYS
PROPERTY              100              None     3,500,000      9,755,000       791,672      3,642,442     10,404,230            0

ADIC PROPERTY          51              None     1,954,213     11,000,000       757,902      2,047,735     11,664,380            0

WINDY POINT I
PROPERTY              100              None     4,360,000     29,298,642     1,440,568      4,536,862     30,562,349            0

WINDY POINT II
PROPERTY              100              None     3,600,000     52,016,358     2,385,402      3,746,033     54,255,727            0
----     ---------     ----------     ---------      ---------     ----------            -

Total                         $30,124,444  $112,812,473   $584,077,441   $57,913,909   $117,245,941   $645,673,203   $5,389,553
===========  ============   ============   ===========   ============   ============   ==========

Life on Which
Depreciation
Accumulated      Date of       Date of        is Computed
Total       Depreciation   Construction    Acquired           (dd)
------------   ------------   ------------   ----------      -------------

INGRAM MICRO                                        1997        9/27/2001      20 to 25 years
PROPERTY            21,923,059       292,307

LUCENT                                              2000        9/28/2001      20 to 25 years
PROPERTY            18,760,392       153,093

CONVERGYS                                           2001       12/21/2001      20 to 25 years
PROPERTY            14,046,672        34,681

ADIC                                                2001       12/21/2001      20 to 25 years
PROPERTY      13,712,115        38,881

WINDY POINT I                                       1999       12/31/2001      20 to 25 years
PROPERTY            35,099,211       101,875

WINDY POINT II                                      2001       12/31/2001      20 to 25 years
PROPERTY            58,001,760       180,852
----------       -------

Total           $768,308,697   $37,785,066
============   ===========

(a)  The Alstom Power Knoxville Property consists of a
three-story office building located in Knoxville, Tennessee.
It is owned by Fund IX-X-XI-REIT Joint Venture.
(b)  The Avaya Building consists of a one-story office building
located in Oklahoma City, Oklahoma. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(c)  The 360 Interlocken Property consists of a three-story
multi-tenant office building located in Broomfield,
Colorado. It is owned by Fund IX-X-XI-REIT Joint Venture.
(d)  The Iomega Property consists of a one-story warehouse and
office building located in Ogden, Utah. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(e)  The Ohmeda Property consists of a two-story office building
located in Louisville, Colorado. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(f)  The Fairchild Property consists of a two-story warehouse and
office building located in Fremont, California. It is owned
by Wells/Freemont Associates.
(g)  The Orange County Property consists of a one-story warehouse
and office building located in Fountain Valley, California.
It is owned by Wells/Orange County Associates.
(h)  The PriceWaterhouseCoopers Property consists of a four-story
office building located in Tampa, Florida. It is 100% owned
by the Company.
(i)  The EYBL CarTex Property consists of a one-story
manufacturing and office building located in Fountain Inn,
South Carolina. It is owned by Fund XI-XII-REIT Joint
Venture.
(j)  The Sprint Building consists of a three-story office
building located in Leawood, Kansas. It is owned by Fund
XI-XII-REIT Joint Venture.
(k)  The Johnson Matthey Property consists of a one-story
research and development office and warehouse building
located in Chester County, Pennsylvania. It is owned by Fund
XI-XII-REIT Joint Venture.
(l)  The Gartner Property consists of a two-story office building
located in Ft. Myers, Florida. It is owned by Fund
XI-XII-REIT Joint Venture
(m)  The AT&T--PA Property consists of a four-story office
building located in Harrisburg, Pennsylvania. It is 100%
owned by the Company.

191

(n)  The Marconi Property consists of a two-story office building
located in Wood Dale, Illinois. It is 100% owned by the
Company.
(o)  The Cinemark Property consists of a five-story office
building located in Plano, Texas. It is 100% owned by the
Company.
(p)  The Matsushita Property consists of a two-story office
building located in Lake Forest, California. It is 100%
owned by the Company.
(q)  The Alstom Property consists of a four-story office building
located in Midlothian, Chesterfield County, Virginia. It is
100% owned by the Company.
(r)  The Metris--OK Property consists of a three-story office
building located in Tulsa, Oklahoma. It is 100% owned by the
Company.
(s)  The Dial Property consists of a two-story office building
located in Scottsdale, Arizona. It is 100% owned by the
Company.
(t)  The ASML Property consists of a two-story office building
located in Tempe, Arizona. It is 100% owned by the Company.
(u)  The Motorola--AZ Property consists of a two-story office
building located in Tempe, Arizona. It is 100% owned by the
Company.
(v)  The Avnet Property consists of a two-story office building
located in Tempe, Arizona. It is 100% owned by the Company.
(w)  The Delphi Property consists of a three-story office
building located in Troy, Michigan. It is 100% owned by the
Company.
(x)  The Siemens Property consists of a three-story office
building located in Troy, Michigan. It is owned by Fund
XII-REIT Joint Venture.
(y)  The Quest Property consists of a two-story office building
located in Orange County, California. It is owned by Fund
VIII-IX-REIT Joint Venture.
(z)  The Motorola--NJ Property consists of a three-story office
building located in South Plainfield, New Jersey. It is 100%
owned by the Company.
(aa) The Metris--MN Property consists of a nine-story office
building located in Minnetonka, Minnesota. It is 100% owned
by the Company.
(bb) The Stone & Webster Property consists of a six-story office
building located in Houston, Texas. It is 100% owned by the
Company.
(cc) The AT&T--OK Property consists of a two-story office
building located in Oklahoma City, Oklahoma. It is owned by
the Fund XII-REIT Joint Venture.
(dd) Depreciation lives used for buildings are 25 years.
Depreciation lives used for land improvements are 20 years.

192

WELLS REAL ESTATE INVESTMENT TRUST, INC. AND SUBSIDIARY

SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2001

Accumulated
Cost             Depreciation
-------------       ------------

BALANCE AT DECEMBER 31, 1998         $  76,201,910       $  1,487,963

1999 additions                     103,916,288          4,243,688
-------------       ------------
BALANCE AT DECEMBER 31, 1999           180,118,198          5,731,651

2000 additions                     293,450,036         11,232,378
-------------       ------------
BALANCE AT DECEMBER 31, 2000           473,568,234         16,964,029
=============       ============

=============       ============
2001 additions                     294,740,403         20,821,037
=============       ============
BALANCE AT DECEMBER 31, 2001         $ 768,308,697       $ 37,785,066
=============       ============

193

PRIOR PERFORMANCE TABLES

The following Prior Performance Tables (Tables) provide information
relating to real estate investment programs sponsored by Wells Capital, Inc.,
our advisor, and its affiliates (Wells Public Programs) which have investment
objectives similar to Wells Real Estate Investment Trust, Inc. (Wells REIT).
(See "Investment Objectives and Criteria.") Except for the Wells REIT, all of
the Wells Public Programs have used capital, and no acquisition indebtedness, to
acquire their properties.

Prospective investors should read these Tables carefully together with the
summary information concerning the Wells Public Programs as set forth in the
"Prior Performance Summary" section of this prospectus.

Investors in the Wells REIT will not own any interest in the other Wells
Public Programs and should not assume that they will experience returns, if any,
comparable to those experienced by investors in other Wells Public Programs.

The advisor is responsible for the acquisition, operation, maintenance and
resale of the real estate properties. The financial results of the Wells Public
Programs, thus, may provide some indication of the advisor's performance of its
obligations during the periods covered. However, general economic conditions
affecting the real estate industry and other factors contribute significantly to
financial results.

The following tables are included herein:

Table I - Experience in Raising and Investing Funds (As a Percentage of
Investment)

Table II - Compensation to Sponsor (in Dollars)

Table III - Annual Operating Results of Wells Public Programs

Table IV (Results of completed programs) has been omitted since none of
the Wells Public Programs have been liquidated.

Table V - Sales or Disposals of Property

Additional information relating to the acquisition of properties by the
Wells Public Programs is contained in Table VI, which is included in Part II of
the registration statement which the Wells REIT has filed with the Securities
and Exchange Commission. Copies of any or all information will be provided to
prospective investors at no charge upon request.

The following are definitions of certain terms used in the Tables:

"Acquisition Fees" shall mean fees and commissions paid by a Wells Public
Program in connection with its purchase or development of a property, except
development fees paid to a person not affiliated with the Wells Public Program
or with a general partner or advisor of the Wells Public Program in connection
with the actual development of a project after acquisition of the land by the
Wells Public Program.

"Organization Expenses" shall include legal fees, accounting fees,
securities filing fees, printing and reproduction expenses and fees paid to the
sponsor in connection with the planning and formation of the Wells Public
Program.

"Underwriting Fees" shall include selling commissions and wholesaling fees
paid to broker-dealers for services provided by the broker-dealers during the
offering.

194

TABLE I
(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table provides a summary of the experience of the sponsors of
Wells Public Programs for which offerings have been completed since December 31,
1998. Information is provided with regard to the manner in which the proceeds of
the offerings have been applied. Also set forth is information pertaining to the
timing and length of these offerings and the time period over which the proceeds
have been invested in the properties. All figures are as of December 31, 2001.

Wells Real         Wells Real        Wells Real Estate
Estate Fund        Estate Fund           Investment
XI, L.P.          XII, L.P.            Trust, Inc.
--------          ---------            -----------

Dollar Amount Raised                             $16,532,802/(3)/   $ 35,611,192/(4)/    $307,411,112/(5)/
==========         ===========          ===========

Percentage Amount Raised                                 100%/(3)/           100%/(4)/            100%/(5)/

Less Offering Expenses
Underwriting Fees                                      9.5%                9.5%                 9.5%
Organizational Expenses                                3.0%                3.0%                 3.0%
Reserves/(1)/                                            0.0%                0.0%                 0.0%
----                ----                  ---
Percent Available for Investment                      87.5%               87.5%                87.5%

Acquisition and Development Costs
Prepaid Items and Fees related to
Purchase of Property                                0.0%                0.0                  0.5%
Cash Down Payment                                     84.0%               84.0%                73.8%
Acquisition Fees/(2)/                                  3.5%                3.5%                 3.5%
Development and Construction Costs                     0.0%                0.0                  9.7%

Reserve for Payment of Indebtedness                      0.0%                0.0%                 0.0%
-----                ----                -----

Total Acquisition and Development Cost                  87.5%               87.5%                87.5%

Percent Leveraged                                        0.0%                0.0%                30.9%
=====                ====                =====

Date Offering Began                                 12/31/97            03/22/99             01/30/98

Length of Offering                                     12 mo.              24 mo.               35 mo.

Months to Invest 90% of Amount Available
for Investment (Measured from Beginning of             20 mo.              26 mo.               21 mo.
Offering)

Number of Investors as of 12/31/01                     1,338               1,337                7,422

(1)     Does not include general partner contributions held as part of reserves.

(2)     Includes acquisition fees, real estate commissions, general contractor
fees and/or architectural fees paid to affiliates of the general
partners.

(3)     Total dollar amount registered and available to be offered was
$35,000,000. Wells Real Estate Fund XI, L.P. closed its offering on
December 30, 1998, and the total dollar amount raised was $16,532,802.

(4)     Total dollar amount registered and available to be offered was
$70,000,000.  Wells Real Estate Fund XII, L.P. closed its offering on
March 21, 2001, and the total dollar amount raised was $35,611,192.

(5)     The total dollar amount registered and available to be offered in the
first offering was $165,000,000.  Wells Real Estate Investment Trust,
Inc. closed its initial offering on December 19, 1999, and the total
dollar amount raised in its initial offering was $132,181,919.  The
total dollar amount registered and available to be offered in the second
offering was $222,000,000.  Wells Real Estate Investment Trust, Inc.
closed its second offering on December 19, 2000, and the total dollar
amount raised in its second offering was $175,229,193.

195

TABLE II
(UNAUDITED)
COMPENSATION TO SPONSOR

The following sets forth the compensation received by Wells Capital,
Inc., our advisor, and its affiliates, including compensation paid out of
offering proceeds and compensation paid in connection with the ongoing
operations of Wells Public Programs having similar or identical investment
objectives the offerings of which have been completed since December 31, 1998.
All figures are as of December 31, 2001.

Wells Real
Wells Real     Wells Real       Estate          Other
Estate Fund    Estate Fund     Investment        Public
XI, L.P.      XII, L.P.   Trust, Inc./(1)/  Programs/(2)/
--------      ---------   ----------------  -------------

Date Offering Commenced                              12/31/97       03/22/99      01/30/98

Dollar Amount Raised                             $ 16,532,802   $ 35,611,192  $307,411,112       $268,370,007
To Sponsor from Proceeds of Offering:
Underwriting Fees/(3)/                          $    151,911   $    362,416  $  3,076,844       $  1,494,470
Acquisition Fees
Real Estate Commissions                                  --             --            --                 --
Acquisition and Advisory Fees/(4)/             $    578,648   $  1,246,392  $ 10,759,389       $ 12,644,556

Dollar Amount of Cash Generated from Operations  $  3,494,174   $  3,508,128  $116,037,681       $ 58,169,461
Before Deducting Payments to Sponsor(5)

Amount Paid to Sponsor from Operations:
Property Management Fee(2)                      $     90,731   $    113,238  $  1,899,140       $  2,257,424
Partnership Management Fee                                --             --            --                 --
Reimbursements                                  $    164,746   $    142,990  $  1,047,449       $  2,503,609
Leasing Commissions                             $     90,731   $    113,238  $  1,899,140       $  2,257,426
General Partner Distributions                             --             --            --                 --
Other                                                     --             --            --                 --

Dollar Amount of Property Sales and
Refinancing

Payments to Sponsors:
Cash                                                     --             --            --                 --
Notes                                                    --             --            --                 --

Amount Paid to Sponsor from Property Sales
and Refinancing:
Real Estate Commissions                                  --             --            --                 --
Incentive Fees                                           --             --            --                 --
Other                                                    --             --            --                 --

(1)  The total dollar amount registered and available to be offered in the first
offering was $165,000,000. Wells Real Estate Investment Trust, Inc. closed
its initial offering on December 19, 1999, and the total dollar amount
raised in its initial offering was $132,181,919. The total dollar amount
registered and available to be offered in the second offering was
$222,000,000. Wells Real Estate Investment Trust, Inc. closed its second
offering on December 19, 2000, and the total dollar amount raised in its
second offering was $175,229,193.

(2)  Includes compensation paid to the general partners from Wells Real Estate
Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW, Wells Real
Estate Fund III, L.P., Wells Real Estate Fund IV, L.P., Wells Real Estate
Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells Real Estate Fund VII,
L.P., Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund IX, L.P.
and Wells Real Estate Fund X, L.P. during the past three years. In addition
to the amounts shown, affiliates of the general partners of Wells Real
Estate Fund I are entitled to certain property management and leasing fees
but have elected to defer the payment of such fees until a later year on
properties owned by Wells Real Estate Fund I. As of December 31, 2001, the
amount of such deferred fees totaled $2,627,841.

(3)  Includes net underwriting compensation and commissions paid to Wells
Investment Securities, Inc. in connection with the offering which was not
reallowed to participating broker-dealers.

196

(4)      Fees paid to the general partners or their affiliates for acquisition
and advisory services in connection with the review and evaluation of
potential real property acquisitions.

(5)      Includes $(161,104) in net cash provided by operating activities,
$3,308,970 in distributions to limited partners and $346,208 in
payments to sponsor for Wells Real Estate Fund XI, L.P.; $167,620 in
net cash used by operating activities, $2,971,042 in distributions to
limited partners and $369,466 in payments to sponsor for Wells Real
Estate Fund XII, L.P.; $53,677,256 in net cash provided by operating
activities, $57,514,696 in dividends and $4,845,729 in payments to
sponsor for Wells Real Estate Investment Trust, Inc.; and $956,542 in
net cash provided by operating activities, $50,169,329 in distributions
to limited partners and $7,018,457 in payments to sponsor for other
public programs.

197

TABLE III
(UNAUDITED)

The following five tables set forth operating results of Wells Public
Programs the offerings of which have been completed since December 30, 1996. The
information relates only to public programs with investment objectives similar
to those of the Wells REIT. All figures are as of December 31 of the year
indicated.

198

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND IX, L.P.

2001         2000             1999            1998          1997
----         ----             ----            ----          ----

Gross Revenues/(1)/                                        $1,874,290    $1,836,768     $1,593,734      $ 1,561,456    $  1,199,300
Profit on Sale of Properties                                       --            --             --               --              --
Less:  Operating Expenses/(2)/                                105,816        78,092         90,903          105,251         101,284
Depreciation and Amortization/(3)/                           0             0         12,500            6,250           6,250
----------    ----------     ----------      -----------    ------------
Net Income GAAP Basis/(4)/                                 $1,768,474    $1,758,676     $1,490,331      $ 1,449,955    $  1,091,766
==========    ==========     ==========      ===========    ============
Taxable Income: Operations                                 $2,251,474    $2,147,094     $1,924,542      $ 1,906,011    $  1,083,824
==========    ==========     ==========      ===========    ============
Cash Generated (Used By):
Operations                                               $ (101,573)   $  (66,145)    $  (94,403)     $    80,147    $    501,390
Joint Ventures                                            2,978,785     2,831,329      2,814,870        2,125,489         527,390
----------    ----------     ----------      ------------   ------------
$2,877,212    $2,765,184     $2,720,467      $ 2,205,636    $  1,028,780
Less Cash Distributions to Investors:
Operating Cash Flow                                       2,877,212     2,707,684      2,720,467        2,188,189       1,028,780
Return of Capital                                                --            --         15,528               --          41,834
Undistributed Cash Flow From Prior Year Operations           20,074            --         17,447               --           1,725
----------    ----------     ----------      -----------    ------------
Cash Generated (Deficiency) after Cash Distributions       $  (20,074)   $   57,500     $  (32,975)     $    17,447    $    (43,559)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                   --            --             --               --              --
Increase in Limited Partner Contributions                       --            --             --               --              --
----------    ----------     ----------      -----------    ------------
$  (20,074)   $   57,500     $  (32,975)     $    17,447    $    (43,559)
Use of Funds:
Sales Commissions and Offering Expenses                          --            --             --               --         323,039
Return of Original Limited Partner's Investment                  --            --             --               --             100
Property Acquisitions and Deferred Project Costs                 --        44,357        190,853        9,455,554      13,427,158
----------    ----------     ----------      -----------    ------------
Cash Generated (Deficiency) after Cash Distributions and
Special Items                                            $  (20,074)   $   13,143     $ (223,828)     $(9,438,107)   $(13,793,856)
==========    ==========     ==========      ===========    ============

Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                     57            93             89               88              53
- Operations Class B Units                                     (0)         (267)          (272)            (218)            (77)
Capital Gain (Loss)                                             --            --             --               --              --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                      94            91             86               85              46
- Operations Class B Units                                    (195)         (175)          (164)            (123)            (47)
Capital Gain (Loss)                                             --            --             --               --              --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                56            87             88               73              36
- Return of Capital Class A Units                                36            --              2               --              --
- Return of Capital Class B Units                                --            --             --               --              --
Source (on Cash Basis)
- Operations Class A Units                                       92            87             89               73              35
- Return of Capital Class A Units                                --            --              1               --               1
- Operations Class B Units                                       --            --             --               --              --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                81            76             77               61              29
- Return of Capital Class A Units                                11            11             13               12               7
- Return of Capital Class B Units                                --            --             --               --              --

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year Reported
in the Table                                                      100%

199

(1)  Includes $593,914 in equity in earnings of joint ventures and $605,386 from
investment of reserve funds in 1997; $1,481,869 in equity in earnings of
joint ventures and $79,587 from investment of reserve funds in 1998;
$1,593,734 in equity in earnings of joint ventures and $0 from investment
of reserve funds in 1999; and $1,829,216 in equity in earnings of joint
ventures and $7,552 from investment of reserve funds in 2000; and
$1,870,378 in equity in earnings of joint ventures and $3,912 from
investment of reserve funds in 2001. As of December 31, 2001, the leasing
status was 100% including developed property in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $469,126 for 1997; $1,143,407 for 1998; $1,210,939 for
1999; $1,100,915 for 2000; and $1,076,802 for 2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $1,564,778 to Class A Limited
Partners, $(472,806) to Class B Limited Partners and $(206) to the General
Partners for 1997; $2,597,938 to Class A Limited Partners, $(1,147,983) to
Class B Limited Partners and $0 to the General Partners for 1998;
$2,713,636 to Class A Limited Partners, $(1,223,305) to Class B Limited
Partners and $0 to the General Partners for 1999; $2,858,806 to Class A
Limited Partners, $(1,100,130) to Class B Limited Partners and $0 to the
General Partners for 2000; and $1,768,474 to Class A Limited Partners, $(0)
to Class B Limited Partners and $0 to the General Partners for 2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,668,253.

200

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND X, L.P.

2001          2000           1999            1998           1997
----          ----           ----            ----           ----

Gross Revenues/(1)/                                        $  1,559,026   $  1,557,518   $  1,309,281   $  1,204,597  $   372,507
Profit on Sale of Properties                                         --             --             --             --           --
Less: Operating Expenses/(2)/                                   109,177         81,338         98,213         99,034       88,232
Depreciation and Amortization/(3)/                               0              0         18,750         55,234        6,250
------------   ------------   ------------    -----------  ------------
Net Income GAAP Basis/(4)/                                 $  1,449,849   $  1,476,180   $  1,192,318   $  1,050,329  $   278,025
============   ============   ============   ============  ===========
Taxable Income: Operations                                 $  1,688,775   $  1,692,792   $  1,449,771   $  1,277,016  $   382,543
============   ============   ============   ============  ===========
Cash Generated (Used By):
Operations                                                   (100,983)       (59,595)  $     (9,862)  $    300,019  $   200,668
Joint Ventures                                              2,307,137      2,192,397      2,175,915        886,846           --
------------   ------------   ------------   ------------  -----------
$  2,206,154   $  2,132,802   $  2,076,053   $  1,186,865  $   200,668
Less Cash Distributions to Investors:
Operating Cash Flow                                         2,206,154      2,103,260      2,067,801      1,186,865           --
Return of Capital                                                  --             --             --         19,510           --
Undistributed Cash Flow From Prior Year Operations             25,647             --             --        200,668           --
------------   ------------   ------------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions       $    (25,647)  $     29,542   $      8,252   $   (220,178) $   200,668

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                     --             --             --             --           --
Increase in Limited Partner Contributions                         --             --             --             --   27,128,912
------------   ------------   ------------   ------------  -----------
$    (25,647)  $     29,542   $      8,252   $   (220,178) $27,329,580
Use of Funds:
Sales Commissions and Offering Expenses                            --             --             --        300,725    3,737,363
Return of Original Limited Partner's Investment                    --             --             --             --          100
Property Acquisitions and Deferred Project Costs                    0         81,022              0     17,613,067    5,188,485
------------   ------------   ------------   ------------  -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items                                            $    (25,647)  $    (51,480)  $      8,252   $(18,133,970) $18,403,632
============   ============   ============   ============  ===========
Net Income and Distributions Data per $1,000
Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                       99            104             97             85           28
- Operations Class B Units                                     (188)          (159)          (160)          (123)          (9)
Capital Gain (Loss)                                               --             --             --             --           --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                       95             98             92             78           35
- Operations Class B Units                                     (130)          (107)          (100)           (64)           0
Capital Gain (Loss)                                               --             --             --             --           --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                                  96             94             95             56           --
- Return of Capital Class A Units                                  --             --             --             --           --
- Return of Capital Class B Units                                  --             --             --             --           --
Source (on Cash Basis)
- Operations Class A Units                                         96             94             95             56           --
- Return of Capital Class A Units                                  --             --             --             10           --
- Operations Class B Units                                         --             --             --             --           --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                   80             74             71             48           --
- Return of Capital Class A Units                                   16             20             24             18           --
- Return of Capital Class B Units                                   --             --             --             --           --

Amount (in Percentage Terms) Remaining Invested
in Program Properties at the end of the Last                        100%
Year Reported in the Table

201

(1)  Includes $(10,035) in equity in earnings of joint ventures and $382,542
from investment of reserve funds in 1997; $869,555 in equity in earnings of
joint ventures and $215,042 from investment of reserve funds in 1998;
$1,309,281 in equity in earnings of joint ventures and $0 from investment
of reserve funds in 1999; 1,547,664 in equity in earnings of joint ventures
and $9,854 from investment of reserve funds in 2000; and $1,549,588 in
equity in earnings of joint ventures and $9,438 from investment of reserve
funds in 2001. As of December 31, 2001, the leasing status was 100%
including developed property in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $18,675 for 1997; $674,986 for 1998; $891,911 for 1999;
$816,544 for 2000; and $814,502 for 2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $302,862 to Class A Limited
Partners, $(24,675) to Class B Limited Partners and $(162) to the General
Partners for 1997; $1,779,191 to Class A Limited Partners, $(728,524) to
Class B Limited Partners and $(338) to General Partners for 1998;
$2,084,229 to Class A Limited Partners, $(891,911) to Class B Limited
Partners and $0 to the General Partners for 1999; $2,292,724 to Class A
Limited Partners, $(816,544) to Class B Limited Partners and $0 to the
General Partners for 2000; and $2,264,351 to Class A Limited Partners,
$(814,502) to Class B Limited Partners and $0 to the General Partners for
2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$1,735,882.

202

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XI, L.P.

2001            2000            1999            1998        1997
----            ----            ----            ----        ----

Gross Revenues/(1)/                                      $   960,676     $   975,850     $    766,586     $   262,729     N/A
Profit on Sale of Properties                                      --              --               --              --
Less: Operating Expenses/(2)/                                 90,326          79,861          111,058         113,184
Depreciation and Amortization/(3)/                            0              --           25,000           6,250
-----------     -----------     ------------
Net Income GAAP Basis/(4)/                               $   870,350     $   895,989     $    630,528     $   143,295
===========     -----------     ============     ===========
Taxable Income: Operations                               $ 1,038,394     $   944,775     $    704,108     $   177,692
===========     ===========     ============     ===========
Cash Generated (Used By):
Operations                                                (128,985)        (72,925)          40,906         (50,858)
Joint Ventures                                           1,376,673        1,333,337         705,394         102,662
------------     -----------
$ 1,247,688     $ 1,260,412     $    746,300     $    51,804
Less Cash Distributions to Investors:
Operating Cash Flow                                      1,247,688       1,205,303          746,300          51,804
Return of Capital                                            4,809              --           49,761          48,070
Undistributed Cash Flow From Prior Year Operations          55,109              --               --              --
-----------     -----------     ------------     -----------
Cash Generated (Deficiency) after Cash Distributions     $   (59,918)    $    55,109     $    (49,761)    $   (48,070)

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                   --              --               --              --
Increase in Limited Partner Contributions                       --              --               --      16,532,801
-----------     -----------     ------------     -----------
$   (59,918)    $    55,109     $    (49,761)    $16,484,731
Use of Funds:
Sales Commissions and Offering Expenses                         --              --          214,609       1,779,661
Return of Original Limited Partner's Investment                 --              --              100              --
Property Acquisitions and Deferred Project Costs                --              --        9,005,979       5,412,870
-----------     -----------     ------------     -----------
Cash Generated (Deficiency) after Cash Distributions and
Special Items                                          $   (59,918)    $    55,109     $ (9,270,449)    $ 9,292,200
===========     ===========     ============     ===========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                   101             103               77              50
- Operations Class B Units                                  (158)           (155)            (112)            (77)
Capital Gain (Loss)                                            --              --               --              --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                   100              97               71              18
- Operations Class B Units                                  (100)           (112)             (73)            (17)
Capital Gain (Loss)                                            --              --               --              --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                               97              90               60               8
- Return of Capital Class A Units                               --              --               --              --
- Return of Capital Class B Units                               --              --               --              --
Source (on Cash Basis)
- Operations Class A Units                                      97              90               56               4
- Return of Capital Class A Units                               --              --                4               4
- Operations Class B Units                                      --              --               --              --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                                75              69               46               6
- Return of Capital Class A Units                                22              21               14               2
- Return of Capital Class B Units                                --              --               --              --

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year
Reported in the Table                                            100%

203

(1)  Includes $142,163 in equity in earnings of joint ventures and $120,566 from
investment of reserve funds in 1998; $607,579 in equity in earnings of
joint ventures and $159,007 from investment of reserve funds in 1999;
$967,900 in equity in earnings of joint ventures and $7,950 from investment
of reserve funds in 2000; and $959,631 in equity in earnings of joint
ventures and $1,045 from investment of reserve funds in 2001. As of
December 31, 2001, the leasing status was 100% including developed property
in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $105,458 for 1998; $353,840 for 1999; $485,558 for 2000;
and $491,478 for 2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $254,862 to Class A Limited
Partners, $(111,067) to Class B Limited Partners and $(500) to General
Partners for 1998; $1,009,368 to Class A Limited Partners, $(378,840) to
Class B Limited Partners and $0 to the General Partners for 1999;
$1,381,547 to Class A Limited Partners, $(485,558) to Class B Limited
Partners and $0 to General Partners for 2000; and $1,361,828 to Class A
Limited Partners, $(491,478) to Class B Limited Partners and $0 to the
General Partners for 2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$791,502.

204

TABLE III (UNAUDITED)
OPERATING RESULTS OF PRIOR PROGRAMS
WELLS REAL ESTATE FUND XII, L.P.

2001            2000             1999
----            ----             ----

Gross Revenues/(1)/                                      $ 1,661,194     $   929,868     $   160,379
Profit on Sale of Properties                                      --              --              --
Less: Operating Expenses/(2)/                                105,776          73,640          37,562
Depreciation and Amortization/(3)/                            0               0               0
-----------     ------------    -----------
Net Income GAAP Basis/(4)/                               $ 1,555,418     $   856,228     $   122,817
===========     ===========     ===========
Taxable Income: Operations                               $ 1,850,674     $   863,490     $   130,108
===========     ===========     ===========
Cash Generated (Used By):
Operations                                                 (83,406)        247,244           3,783
Joint Ventures                                           2,036,837         737,266          61,485
$ 1,953,431     $   984,510     $    65,268
Less Cash Distributions to Investors:
Operating Cash Flow                                      1,953,431         779,818          62,934
Return of Capital                                               --              --              --
Undistributed Cash Flow From Prior Year Operations         174,859              --              --
Cash Generated (Deficiency) after Cash Distributions     $  (174,859)    $   204,692     $     2,334

Special Items (not including sales and financing):
Source of Funds:
General Partner Contributions                                  --              --              --
Increase in Limited Partner Contributions              10,625,431      15,617,575       9,368,186
$10,450,572     $15,822,267     $ 9,370,520
Use of Funds:
Sales Commissions and Offering Expenses                  1,328,179       1,952,197       1,171,024
Return of Original Limited Partner's Investment                 --              --             100
Property Acquisitions and Deferred Project Costs         9,298,085      16,246,485       5,615,262
Cash Generated (Deficiency) after Cash Distributions
and Special Items                                        $  (175,692)    $(2,376,415)    $ 2,584,134
===========     ===========     ===========

Net Income and Distributions Data per $1,000 Invested:
Net Income on GAAP Basis:
Ordinary Income (Loss)
- Operations Class A Units                                    98              89              50
- Operations Class B Units                                  (131)            (92)            (56)
Capital Gain (Loss)                                            --              --              --

Tax and Distributions Data per $1,000 Invested:
Federal Income Tax Results:
Ordinary Income (Loss)
- Operations Class A Units                                    84              58              23
- Operations Class B Units                                   (74)            (38)            (25)
Capital Gain (Loss)                                            --              --              --

Cash Distributions to Investors:
Source (on GAAP Basis)
- Investment Income Class A Units                               77              41               8
- Return of Capital Class A Units                               --              --              --
- Return of Capital Class B Units                               --              --              --
Source (on Cash Basis)
- Operations Class A Units                                      77              41               8
- Return of Capital Class A Units                               --              --              --
- Operations Class B Units                                      --              --              --
Source (on a Priority Distribution Basis)/(5)/
- Investment Income Class A Units                               55              13               6
- Return of Capital Class A Units                               22              28               2
- Return of Capital Class B Units                               --              --              --

Amount (in Percentage Terms) Remaining Invested in
Program Properties at the end of the Last Year                   100%
Reported in the Table

205

(1)  Includes $124,542 in equity in earnings of joint ventures and $35,837 from
investment of reserve funds in 1999; $664,401 in equity in earnings of
joint ventures and $265,467 from investment of reserve funds in 2000; and
$1,577,523 in equity in earnings of joint ventures and $83,671 from
investment of reserve funds in 2001. As of December 31, 2001, the leasing
status was 100% including developed property in initial lease up.

(2)  Includes partnership administrative expenses.

(3)  Included in equity in earnings of joint ventures in gross revenues is
depreciation of $72,427 for 1999; $355,210 for 2000; and $1,035,609 for
2001.

(4)  In accordance with the partnership agreement, net income or loss,
depreciation and amortization are allocated $195,244 to Class A Limited
Partners, $(71,927) to Class B Limited Partners and $(500) to the General
Partners for 1999; $1,209,438 to Class A Limited Partners, $(353,210) to
Class B Limited Partners and $0 to General Partners for 2000; and
$2,591,027 to Class A Limited Partners, $(1,035,609) to Class B Limited
Partners and $0 to the General Partners for 2001.

(5)  Pursuant to the terms of the partnership agreement, an amount equal to the
cash distributions paid to Class A Limited Partners is payable as priority
distributions out of the first available net proceeds from the sale of
partnership properties to Class B Limited Partners. The amount of cash
distributions paid per unit to Class A Limited Partners is shown as a
return of capital to the extent of such priority distributions payable to
Class B Limited Partners. As of December 31, 2001, the aggregate amount of
such priority distributions payable to Class B Limited Partners totaled
$870,747.

206

TABLE V (UNAUDITED)
SALES OR DISPOSALS OF PROPERTIES

The following Table sets forth sales or other disposals of properties by
Wells Public Programs within the most recent three years. The information
relates to only public programs with investment objectives similar to those of
Wells Real Estate Investment Trust, Inc. All figures are as of December 31,
2001.

Excess
(Deficiency)
Of Property
Operating
Cash
Receipts
Over
Date                    Selling Price, Net of                             Cost of Properties          Cash
Date       Of                      Closing Costs And                                Including Closing      Expenditures
Property  Acquired    Sale                     GAAP Adjustments                                   And Soft Costs
------------------------------------------------------------------------------------------------------------------------------------
Total
Cash                     Adjustments                        Acquisition
Received Mortgage Purchase  Resulting                            Cost,
Net Of   Balance   Money     From                   Original   Capital
Closing   At Time Mortgage Application               Mortgage Improvement,
Costs    Of Sale  Taken     Of GAAP      Total     Financing Closing And     Total
Back By                                     Soft Costs/1/
Program
------------------------------------------------------------------------------------------------------------------------------------

3875       12/1/85  08/31/00  $  727,982    -0-      -0-       -0-      $  727,982/2/  -0-     $   647,648  $   647,648
Peachtree
Place,
Atlanta,
Georgia

Crowe's   12/31/86  01/11/01  $6,487,000    -0-      -0-       -0-      $6,487,000/3/  -0-     $ 9,388,869  $ 9,368,869
Crossing
Shopping
Center,
DeKalb
Count,
Georgia

Cherokee  10/30/87  10/01/01  $8,434,089    -0-      -0-       -0-      $8,434,089/4/  -0-     $10,650,750  $10,650,750
Commons
Shopping
Center,
Cherokee
County,
Georgia

_____________________________
/1/ Amount shown does not include pro rata share of original offering costs.
/2/ Includes Wells Real Estate Fund I's share of taxable gain from this sale in
the amount of $205,019, of which $205,019 is allocated to capital gain and
$0 is allocated to ordinary gain.
/3/ Includes taxable gain from this sale in the amount of $11,496, of which
$11,496 is allocated to capital gain and $0 is allocated to ordinary gain.
/4/ Includes taxable gain from this sale in the amount of $207,613, of which
$207,613 is allocated to capital gain and $0 is allocated to ordinary gain.

207

EXHIBIT A

SUBSCRIPTION AGREEMENT

To:  Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092

Ladies and Gentlemen:

The undersigned, by signing and delivering a copy of the attached
Subscription Agreement Signature Page, hereby tenders this subscription and
applies for the purchase of the number of shares of common stock ("Shares") of
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the "Wells
REIT"), set forth on such Subscription Agreement Signature Page. Payment for the
Shares is hereby made by check payable to "Wells Real Estate Investment Trust,
Inc."

I hereby acknowledge receipt of the Prospectus of Wells REIT dated
____________, 2002 (the "Prospectus").

I agree that if this subscription is accepted, it will be held, together
with the accompanying payment, on the terms described in the Prospectus.
Subscriptions may be rejected in whole or in part by Wells REIT in its sole and
absolute discretion.

Prospective investors are hereby advised of the following:

(a)  The assignability and transferability of the Shares is restricted and
will be governed by Wells REIT's Articles of Incorporation and Bylaws and all
applicable laws as described in the Prospectus.

(b)  Prospective investors should not invest in Shares unless they have an
adequate means of providing for their current needs and personal contingencies
and have no need for liquidity in this investment.

(c)  There is no public market for the Shares and, accordingly, it may not
be possible to readily liquidate an investment in Wells REIT.

A-1

SPECIAL NOTICE FOR CALIFORNIA RESIDENTS ONLY
CONDITIONS RESTRICTING TRANSFER OF SHARES

260.141.11 Restrictions on Transfer.
------------------------

(a)      The issuer of any security upon which a restriction on transfer
has been imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 of the
Rules (the "Rules") adopted under the California Corporate Securities Law (the
"Code") shall cause a copy of this section to be delivered to each issuee or
transferee of such security at the time the certificate evidencing the security
is delivered to the issuee or transferee.

(b)      It is unlawful for the holder of any such security to consummate a
sale or transfer of such security, or any interest therein, without the prior
written consent of the Commissioner (until this condition is removed pursuant to
Section 260.141.12 of the Rules), except:

(1)    to the issuer;

(2)    pursuant to the order or process of any court;

(3)    to any person described in subdivision (i) of Section
25102 of the Code or Section 260.105.14 of the Rules;

(4)    to the transferor's ancestors, descendants or spouse, or
any custodian or trustee for the account of the transferor or the transferor's
ancestors, descendants or spouse; or to a transferee by a trustee or custodian
for the account of the transferee or the transferee's ancestors, descendants or
spouse;

(5)    to holders of securities of the same class of the same
issuer;

(6)    by way of gift or donation inter vivos or on death;

(7)    by or through a broker-dealer licensed under the Code
(either acting as such or as a finder) to a resident of a foreign state,
territory or country who is neither domiciled in this state to the knowledge of
the broker-dealer, nor actually present in this state if the sale of such
securities is not in violation of any securities laws of the foreign state,
territory or country concerned;

(8)    to a broker-dealer licensed under the Code in a principal
transaction, or as an underwriter or member of an underwriting syndicate or
selling group;

(9)    if the interest sold or transferred is a pledge or other
lien given by the purchaser to the seller upon a sale of the security for which
the Commissioner's written consent is obtained or under this rule not required;

(10)   by way of a sale qualified under Sections 25111, 25112,
25113 or 25121 of the Code, of the securities to be transferred, provided that
no order under Section 25140 or subdivision (a) of Section 25143 is in effect
with respect to such qualification;

(11)   by a corporation to a wholly owned subsidiary of such
corporation, or by a wholly owned subsidiary of a corporation to such
corporation;

(12)   by way of an exchange qualified under Section 25111,  25112
or 25113 of the Code provided that no order under Section 25140 or subdivision
(a) of Section 25143 is in effect with respect to such qualification;

(13)   between residents of foreign states, territories or
countries who are neither domiciled or actually present in this state;

A-2

(14)   to the State Controller pursuant to the Unclaimed Property
Law or to the administrator of the unclaimed property law of another state;

(15)   by the State Controller pursuant to the Unclaimed Property
Law or by the administrator of the unclaimed property law of another state if,
in either such case, such person (i) discloses to potential purchasers at the
sale that transfer of the securities is restricted under this rule, (ii)
delivers to each purchaser a copy of this rule, and (iii) advises the
Commissioner of the name of each purchaser;

(16)   by a trustee to a successor trustee when such transfer does
not involve a change in the beneficial ownership of the securities;

(17)   by way of an offer and sale of outstanding securities in an
issuer transaction that is subject to the qualification requirement of Section
25110 of the Code but exempt from that qualification requirement by subdivision
(f) of Section 25102; provided that any such transfer is on the condition that
any certificate evidencing the security issued to such transferee shall contain
the legend required by this section.

(c)      The certificates representing all such securities subject to such
a restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."

[Last amended effective January 21, 1988.]

A-3

SPECIAL NOTICE FOR MAINE, MASSACHUSETTS, MINNESOTA, MISSOURI
AND NEBRASKA RESIDENTS ONLY

In no event may a subscription for Shares be accepted until at least five
business days after the date the subscriber receives the Prospectus. Residents
of the States of Maine, Massachusetts, Minnesota, Missouri and Nebraska who
first received the Prospectus only at the time of subscription may receive a
refund of the subscription amount upon request to Wells REIT within five days of
the date of subscription.

STANDARD REGISTRATION REQUIREMENTS

The following requirements have been established for the various forms of
registration. Accordingly, complete Subscription Agreements and such supporting
material as may be necessary must be provided.

TYPE OF OWNERSHIP AND SIGNATURE(S) REQUIRED

1.   INDIVIDUAL: One signature required.

2.   JOINT TENANTS WITH RIGHT OF SURVIVORSHIP: All parties must sign.

3.   TENANTS IN COMMON: All parties must sign.

4.   COMMUNITY PROPERTY: Only one investor signature required.

5.   PENSION OR PROFIT SHARING PLANS: The trustee signs the Signature Page.

6.   TRUST: The trustee signs the Signature Page. Provide the name of the trust,
the name of the trustee and the name of the beneficiary.

7.   PARTNERSHIP: Identify whether the entity is a general or limited
partnership. The general partners must be identified and their signatures
obtained on the Signature Page. In the case of an investment by a general
partnership, all partners must sign (unless a "managing partner" has been
designated for the partnership, in which case he may sign on behalf of the
partnership if a certified copy of the document granting him authority to
invest on behalf of the partnership is submitted).

8.   CORPORATION: The Subscription Agreement must be accompanied by (1) a
certified copy of the resolution of the Board of Directors designating the
officer(s) of the corporation authorized to sign on behalf of the
corporation and (2) a certified copy of the Board's resolution authorizing
the investment.

9.   IRA AND IRA ROLLOVERS: Requires signature of authorized signer (e.g., an
officer) of the bank, trust company, or other fiduciary. The address of the
trustee must be provided in order for the trustee to receive checks and
other pertinent information regarding the investment.

10.  KEOGH (HR 10): Same rules as those applicable to IRAs.

11.  UNIFORM GIFT TO MINORS ACT (UGMA) or UNIFORM TRANSFERS TO MINORS ACT
(UTMA): The required signature is that of the custodian, not of the parent
(unless the parent has been designated as the custodian). Only one child is
permitted in each investment under UGMA or UTMA. In addition, designate the
state under which the gift is being made.

A-4

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT SIGNATURE PAGE
TO WELLS REAL ESTATE INVESTMENT TRUST, INC. SUBSCRIPTION AGREEMENT

--------------------------------------------------------------------------------------------------------------------------
INVESTOR                             Please follow these instructions carefully. Failure to do so may result in the
INSTRUCTIONS                         rejection of your subscription. All information on the Subscription Agreement
Signature Page should be completed as follows:
--------------------------------------------------------------------------------------------------------------------------

1.       INVESTMENT                  a.     GENERAL: A minimum investment of $1,000 (100 Shares) is required, except
for certain states which require a higher minimum investment. A CHECK FOR
THE FULL PURCHASE PRICE OF THE SHARES SUBSCRIBED FOR SHOULD BE MADE PAYABLE
TO THE ORDER OF "WELLS REAL ESTATE INVESTMENT TRUST, INC." Investors who
have satisfied the minimum purchase requirements in Wells Real Estate Fund
I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW, Wells Real
Estate Fund III, L.P., Wells Real Estate Fund IV, L.P., Wells Real Estate
Fund V, L.P., Wells Real Estate Fund VI, L.P., Wells Real Estate Fund VII,
L.P., Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund IX, L.P.,
Wells Real Estate Fund X, L.P., Wells Real Estate Fund XI, L.P., Wells Real
Estate Fund XII, L.P., or Wells Real Estate Fund XIII, L.P., or in any
other public real estate program may invest as little as $25 (2.5 Shares)
except for residents of Maine, Minnesota, Nebraska or Washington. Shares
may be purchased only by persons meeting the standards set forth under the
Section of the Prospectus entitled "Investor Suitability Standards." Please
indicate the state in which the sale was made.

b.     DEFERRED COMMISSION OPTION: Please check the box if you have agreed with
your Broker-Dealer to elect the Deferred Commission Option, as described in
the Prospectus, as supplemented to date. By electing the Deferred
Commission Option, you are required to pay only $9.40 per Share purchased
upon subscription. For the next six years following the year of
subscription, you will have a 1% sales commission ($.10 per Share) per year
deducted from and paid out of dividends or other cash distributions
otherwise distributable to you. Election of the Deferred Commission Option
shall authorize Wells REIT to withhold such amounts from dividends or other
cash distributions otherwise payable to you as is set forth in the "Plan of
Distribution" section of the Prospectus.
--------------------------------------------------------------------------------------------------------------------------
2.       ADDITIONAL                  Please check if you plan to make one or more additional investments in Wells REIT.
INVESTMENTS                 All additional investments must be in increments of at least $25. Additional
investments by residents of Maine must be for the minimum amounts stated under
"Suitability Standards" in the Prospectus, and residents of Maine must execute a
new Subscription Agreement Signature Page to make additional investments in Wells
REIT. If additional investments in Wells REIT are made, the investor agrees to
notify Wells REIT and the Broker-Dealer named on the Subscription Agreement
Signature Page in writing if at any time he fails to meet the applicable
suitability standards or he is unable to make any other representations or
warranties set forth in the Prospectus or the Subscription Agreement. The investor
acknowledges that the Broker-Dealer named in the Subscription Agreement Signature
Page may receive commissions on such additional investments as described in the
Prospectus.
--------------------------------------------------------------------------------------------------------------------------
3.       TYPE OF                     Please check the appropriate box to indicate the type of entity or type of
OWNERSHIP                   individuals subscribing.

A-5

-------------------------------------------------------------------------------------------------------------------------
4.       REGISTRATION                Please enter the exact name in which the Shares are to be held. For joint tenants
NAME AND ADDRESS            with right of survivorship or tenants in common, include the names of both
investors. In the case of partnerships or corporations, include the name of an
individual to whom correspondence will be addressed. Trusts should include the
name of the trustee. All investors must complete the space provided for taxpayer
identification number or social security number. By signing in Section 6, the
investor is certifying that this number is correct. Enter the mailing address and
telephone numbers of the registered owner of this investment. In the case of a
Qualified Plan or trust, this will be the address of the trustee. Indicate the
birthdate and occupation of the registered owner unless the registered owner is a
partnership, corporation or trust.
-------------------------------------------------------------------------------------------------------------------------
5.       INVESTOR NAME               Complete this Section only if the investor's name and address is different from
AND ADDRESS                 the registration name and address provided in Section 4. If the Shares are
registered in the name of a trust, enter the name, address, telephone number,
social security number, birthdate and occupation of the beneficial owner of the
trust.
-------------------------------------------------------------------------------------------------------------------------
6.       SUBSCRIBER                  Please separately initial each representation made by the investor where indicated.
SIGNATURES                  Except in the case of fiduciary accounts, the investor may not grant any person a
power of attorney to make such representations on his or her behalf. Each investor
must sign and date this Section. If title is to be held jointly, all parties must
sign. If the registered owner is a partnership, corporation or trust, a general
partner, officer or trustee of the entity must sign. PLEASE NOTE THAT THESE
SIGNATURES DO NOT HAVE TO BE NOTARIZED.
-------------------------------------------------------------------------------------------------------------------------
7.       DIVIDENDS                   a.     DIVIDEND REINVESTMENT PLAN: By electing the Dividend Reinvestment Plan, the
investor elects to reinvest the stated percentage of dividends otherwise
payable to such investor in Shares of Wells REIT. The investor agrees to
notify Wells REIT and the Broker-Dealer named on the Subscription Agreement
Signature Page in writing if at any time he fails to meet the applicable
suitability standards or he is unable to make any other representations and
warranties as set forth in the Prospectus or Subscription Agreement or in
the prospectus and subscription agreement of any future limited
partnerships sponsored by the Advisor or its affiliates. The investor
acknowledges that the Broker-Dealer named in the Subscription Agreement
Signature Page may receive commissions not to exceed 7% of any reinvested
dividends.

b.     DIVIDEND ADDRESS: If cash dividends are to be sent to an address other than
that provided in Section 4 (i.e., a bank, brokerage firm or savings and
loan, etc.), please provide the name, account number and address.
-------------------------------------------------------------------------------------------------------------------------
8.       BROKER-DEALER               This Section is to be completed by the Registered Representative. Please complete
all BROKER-DEALER information contained in Section 8 including suitability
certification. SIGNATURE PAGE MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE.
-------------------------------------------------------------------------------------------------------------------------

The Subscription Agreement Signature Page, which has been delivered with
this Prospectus, together with a check for the full purchase price, should be
delivered or mailed to your Broker-Dealer. Only original, completed copies of
Subscription Agreements can be accepted. Photocopied or otherwise duplicated
Subscription Agreements cannot be accepted by Wells REIT.

IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS
SUBSCRIPTION AGREEMENT SIGNATURE PAGE,
PLEASE CALL 1-800-448-1010

A-6

-----------------------------------
SEE PRECEDING PAGE                             Special Instructions:
FOR INSTRUCTIONS

-----------------------------------

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
(see page A4-A6 in the Prospectus for application explanation)

1 ___ INVESTMENT _______________________________________________________________

___________ _____________________
Make Investment Check Payable to:
Wells Real Estate Investment Trust, Inc.
___________      ________________
# of Shares      Total $ Invested

(# Shares x $10 = $ Invested)      [_] Initial Investment (Minimum $1,000)
[_] Additional Investments (Minimum $25)
Minimum purchase $1,000 or 100 Shares       State in which sale was made _______

Check the following box to elect the Deferred Commission Option: [_]
(This election must be agreed to by the Broker-Dealer listed below)

2. ___ ADDITIONAL INVESTMENTS ________________________________________________

Please check if you plan to make additional investments in Wells REIT:[_]
[If additional investments are made, please include social security
number or other taxpayer identification number on your check.   All
additional investments must be made in increments of at least $25. By
checking this box, I agree to notify Wells REIT in writing if at any time
I fail to meet the suitability standards or am unable to make the
representations in Section 6.]

3. ___ TYPE OF OWNERSHIP _______________________________________________________________________________________

[_] IRA (06)                               [_] Individual (01)
[_] Keogh (10)                             [_] Joint Tenants With Right of Survivorship (02)
[_] Qualified Pension Plan (11)            [_] Community Property (03)
[_] Qualified Profit Sharing Plan (12)     [_] Tenants in Common (04)
[_] Other Trust ______________________     [_] Custodian: A Custodian for _________ under
For the Benefit of________________         the Uniform Gift to Minors Act or the Uniform Transfers to
[_] Partnership (15)                           Minors Act of the State of ___________ (08)
[_] Other ____________________________________________________

4. ___ REGISTRATION NAME AND ADDRESS ___________________________________________________________________________
Please print name(s) in which Shares are to be registered.  Include trust name if applicable.

-------------------------------------------------------------
[_] Mr [_] Mrs [_] Ms [_] MD [_] PhD [_] DDS [_] Other  Taxpayer Identification Number
[_][_]-[_][_][_][_][_][_][_]

Social Security Number
[_][_][_]-[_][_]-[_][_][_][_]
----------------------------------------------------------------------------------------------
Street Address
or  P.O. Box
----------------------------------------------------------------------------------------------
City                                                      State                Zip Code
---------------------------------------        ------------ ---------- -----------------------
Home                                                      Business
Telephone No.      ( )                                    Telephone No. ( )
---------------------------------------              -----------------------------------------
Birthdate                                                 Occupation
---------------------------------------
Email Address
(Optional)        --------------------------------------- Provide only if you would like to receive updated information
about Wells via email.

(REVERSE MUST BE COMPLETED)

A-7

5. _____ INVESTOR NAME AND ADDRESS_____________________________________________
(COMPLETE ONLY IF DIFFERENT FROM REGISTRATION NAME AND ADDRESS)
[_] Mr [_] Mrs [_] Ms [_] MD [_] PhD [_] DDS [_] Other_________

Name                                             Social Security Number
---------------------------------------------
[_][_][_]-[_][_]-[_][_][_][_]
---------------------------------------------
Street Address     -------------------------------------------------------------
or P.O. Box

-------------------------------------------------------------
City                                 State                 Zip Code
-----------------       -------------------------------------
Home                                 Business
Telephone No.        (  )            Telephone No.    (  )
-----------------                ----------------------------
Birthdate                            Occupation
-----------------                ----------------------------
Email Address
(Optional)         ----------------- Provide only if you would like to receive
updated information about Wells via email.

6. _____ SUBSCRIBER SIGNATURES_________________________________________________
Please separately initial each of the representations below. Except in
the case of fiduciary accounts, you may not grant any person a power of
attorney to make such representations on your behalf. In order to
induce Wells REIT to accept this subscription, I hereby represent and
warrant to you as follows:

(a)      I have received the Prospectus.                                                __________       __________
Initials         Initials

(b)      I have (i) a net worth (exclusive of home, home furnishings and                __________       __________
Initials automobiles) of $150,000 or more; or (ii) a net worth (as described             Initials         Initials
above) of at least $45,000 and had during the last tax year or estimate that I
will have during the current tax year a minimum of $45,000 annual gross income,
or that I meet the higher suitability Initials requirements imposed by my state
of primary residence as set forth in the Prospectus Initials under "SUITABILITY
STANDARDS."

(c)      I acknowledge that the shares are not liquid.                                  __________       __________
Initials         Initials

(d)      If I am a California resident or if the Person to whom I subsequently          __________       __________
propose to assign or transfer any Shares is a California resident, I may not             Initials         Initials
consummate Initials a sale or transfer of my Shares, or any interest therein, or
receive any consideration Initials therefor, without the prior written consent
of the Commissioner of the Department of Corporations of the State of
California, except as permitted in the Commissioner's Rules, and I understand
that my Shares, or any document evidencing my Shares, will bear a legend
reflecting the substance of the foregoing understanding.

(e)      ARKANSAS, NEW MEXICO AND TEXAS RESIDENTS ONLY: I am purchasing the             __________       __________
Shares for my own account and acknowledge that the investment is not liquid.             Initials         Initials

I declare that the information supplied above is true and correct and
may be relied upon by Wells REIT in connection with my investment in
Wells REIT. Under penalties of perjury, by signing this Signature Page,
I hereby certify that (a) I have provided herein my correct Taxpayer
Identification Number, and (b) I am not subject to back-up withholding
as a result of a failure to report all interest or dividends, or the
Internal Revenue Service has notified me that I am no longer subject to
back-up withholding.

------------------------------------------    -------------------------------------------------   ---------------

------------------------------------------    -------------------------------------------------   ---------------
Signature of Investor or Trustee                  Signature of Joint Owner, if applicable         Date

(MUST BE SIGNED BY TRUSTEE(S) IF IRA, KEOGH OR QUALIFIED PLAN.)

7. _____ DISTRIBUTIONS_________________________________________________________
7a. Check the applicable box to participate in the Dividend
Reinvestment Plan: Percentage of participation:
100% [_] Other [_] ___%

7b. Complete the following section only to direct dividends to a party
other than registered owner:

----------------------------------------------------------------------------------------
Name
----------------------------------------------------------------------------------------
Account Number
----------------------------------------------------------------------------------------
Street Address or P.O. Box
----------------------------------------------------------------------------------------
City                                                         State                     Zip Code
-----------------------------         -----------------           ----------------------

8. _____ BROKER-DEALER_________________________________________________________

(TO BE COMPLETED BY REGISTERED REPRESENTATIVE)

The Broker-Dealer or authorized representative must sign below to complete
order. Broker-Dealer warrants that it is a duly licensed Broker-Dealer and may
lawfully offer Shares in the state designated as the investor's address or the
state in which the sale was made, if different. The Broker-Dealer or authorized
representative warrants that he has reasonable grounds to believe this
investment is suitable for the subscriber as defined in Section 3(B) of the
Rules of Fair Practice of the NASD Manual and that he has informed subscriber of
all aspects of liquidity and marketability of this investment as required by
Section 3(D) of such Rules of Fair Practice.

--------------------------------------------------------                   ----------------
Broker-Dealer Name                                                                      Telephone No.     (   )
-------------------------------------------------------------------------------------------
Broker-Dealer Street
Address or P.O. Box
-------------------------------------------------------------------------------------------
City                                                   State                                   Zip Code
-----------------------         ------------------------------             ----------------
--------------------------------------------------------------             ----------------
Registered
Representative Name                                                                     Telephone No.     (   )

-------------------------------------------------------------------------------------
Reg. Rep. Street
Address or P.O. Box
-------------------------------------------------------------------------------------
City                                              State                         Zip Code
---------------------------------------------------        --------------------------------------------------

---------------------------------------------------        --------------------------------------------------
Broker-Dealer Signature, if required                       Registered Representative Signature

Please mail completed Subscription Agreement (with all signatures) and check(s) made payable to:
Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092
800-448-1010 or 770-449-7800

Overnight address:                                                                        Mailing address:
6200 The Corners Parkway, Suite 250                                                        P.O. Box 926040
Norcross, Georgia 30092                                                       Norcross, Georgia 30092-9209

FOR COMPANY USE ONLY:

------------------------------------------------------------------------------------------------------------
ACCEPTANCE BY WELLS REIT              Amount_________________________           Date____________________
Received and Subscription Accepted:   Check No.______________________           Certificate No._________
By:_________________________________  Wells Real Estate Investment Trust, Inc.
____________________________________  ________________________________________  ________________________
Broker-Dealer #                       Registered Representative #               Account #
------------------------------------------------------------------------------------------------------------

EXHIBIT B

AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
As of December 20, 1999

Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), pursuant to its Amended and Restated Articles of Incorporation,
adopted a Dividend Reinvestment Plan (the "DRP"), which is hereby amended and
restated in its entirety as set forth below. Capitalized terms shall have the
same meaning as set forth in the Articles unless otherwise defined herein.

1.   Dividend Reinvestment. As agent for the shareholders ("Shareholders")
---------------------
of the Company who (a) purchased shares of the Company's common stock (the
"Shares") pursuant to the Company's initial public offering (the "Initial
Offering"), which commenced on January 30, 1998 and will terminate on or before
January 30, 2000, (b) purchase Shares pursuant to the Company's second public
offering (the "Second Offering"), which will commence immediately upon the
termination of the Initial Offering, or (c) purchase Shares pursuant to any
future offering of the Company ("Future Offering"), and who elect to participate
in the DRP (the "Participants"), the Company will apply all dividends and other
distributions declared and paid in respect of the Shares held by each
Participant (the "Dividends"), including Dividends paid with respect to any full
or fractional Shares acquired under the DRP, to the purchase of the Shares for
such Participants directly, if permitted under state securities laws and, if
not, through the Dealer Manager or Soliciting Dealers registered in the
Participant's state of residence.

2.   Effective Date. The effective date of this Amended and Restated
--------------
Dividend Reinvestment Plan (the "DRP") shall be the date that the Second
Offering becomes effective with the Securities and Exchange Commission (the
"Commission").

3.   Procedure for Participation. Any Shareholder who purchased Shares
---------------------------
pursuant to the Initial Offering, the Second Offering or any Future Offering and
who has received a prospectus, as contained in the Company's registration
statement filed with the Commission, may elect to become a Participant by
completing and executing the Subscription Agreement, an enrollment form or any
other appropriate authorization form as may be available from the Company, the
Dealer Manager or Soliciting Dealer. Participation in the DRP will begin with
the next Dividend payable after receipt of a Participant's subscription,
enrollment or authorization. Shares will be purchased under the DRP on the date
that Dividends are paid by the Company. Dividends of the Company are currently
paid quarterly. Each Participant agrees that if, at any time prior to the
listing of the Shares on a national stock exchange or inclusion of the Shares
for quotation on the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq"), he or she fails to meet the suitability
requirements for making an investment in the Company or cannot make the other
representations or warranties set forth in the Subscription Agreement, he or she
will promptly so notify the Company in writing.

4.   Purchase of Shares. Participants will acquire DRP Shares from the
------------------
Company at a fixed price of $10 per Share until (i) all 2,200,000 of the DRP
Shares registered in the Second Offering are issued or (ii) the Second Offering
terminates and the Company elects to deregister with the Commission the unsold
DRP Shares. Participants in the DRP may also purchase fractional Shares so that
100% of the Dividends will be used to acquire Shares. However, a Participant
will not be able to acquire DRP Shares to the extent that any such purchase
would cause such Participant to exceed the Ownership Limit as set forth in the
Articles.

Shares to be distributed by the Company in connection with the DRP may (but
are not required to) be supplied from: (a) the DRP Shares which will be
registered with the Commission in connection with the Company's Second Offering,
(b) Shares to be registered with the Commission in a Future Offering for use in
the DRP (a "Future Registration"), or (c) Shares of the Company's common stock
purchased by the Company for the DRP in a secondary market (if available) or on
a stock exchange or Nasdaq (if listed) (collectively, the "Secondary Market").

B-1

Shares purchased on the Secondary Market as set forth in (c) above will be
purchased at the then-prevailing market price, which price will be utilized for
purposes of purchases of Shares in the DRP. Shares acquired by the Company on
the Secondary Market or registered in a Future Registration for use in the DRP
may be at prices lower or higher than the $10 per Share price which will be paid
for the DRP Shares pursuant to the Initial Offering and the Second Offering.

If the Company acquires Shares in the Secondary Market for use in the DRP,
the Company shall use reasonable efforts to acquire Shares for use in the DRP at
the lowest price then reasonably available. However, the Company does not in any
respect guarantee or warrant that the Shares so acquired and purchased by the
Participant in the DRP will be at the lowest possible price. Further,
irrespective of the Company's ability to acquire Shares in the Secondary Market
or to complete a Future Registration for shares to be used in the DRP, the
Company is in no way obligated to do either, in its sole discretion.

It is understood that reinvestment of Dividends does not relieve a
Participant of any income tax liability which may be payable on the Dividends.

5.   Share Certificates. The ownership of the Shares purchased through the
------------------
DRP will be in book-entry form only until the Company begins to issue
certificates for its outstanding common stock.

6.   Reports. Within 90 days after the end of the Company's fiscal year,
-------
the Company shall provide each Shareholder with an individualized report on his
or her investment, including the purchase date(s), purchase price and number of
Shares owned, as well as the dates of Dividend distributions and amounts of
Dividends paid during the prior fiscal year. In addition, the Company shall
provide to each Participant an individualized quarterly report at the time of
each Dividend payment showing the number of Shares owned prior to the current
Dividend, the amount of the current Dividend and the number of Shares owned
after the current Dividend.

7.   Commissions and Other Charges. In connection with Shares sold pursuant
-----------------------------
to the DRP, the Company will pay selling commissions of 7%; a dealer manager fee
of 2.5%; and, in the event that proceeds from the sale of DRP Shares are used to
acquire properties, acquisition and advisory fees and expenses of 3.5%, of the
purchase price of the DRP Shares.

8.   Termination by Participant. A Participant may terminate participation
--------------------------
in the DRP at any time, without penalty by delivering to the Company a written
notice. Prior to listing of the Shares on a national stock exchange or Nasdaq,
any transfer of Shares by a Participant to a non-Participant will terminate
participation in the DRP with respect to the transferred Shares. If a
Participant terminates DRP participation, the Company will ensure that the
terminating Participant's account will reflect the whole number of shares in his
or her account and provide a check for the cash value of any fractional share in
such account. Upon termination of DRP participation, Dividends will be
distributed to the Shareholder in cash.

9.   Amendment or Termination of DRP by the Company. The Board of Directors
----------------------------------------------
of the Company may by majority vote (including a majority of the Independent
Directors) amend or terminate the DRP for any reason upon 10 days' written
notice to the Participants.

10.  Liability of the Company. The Company shall not be liable for any act
------------------------
done in good faith, or for any good faith omission to act, including, without
limitation, any claims or liability; (a) arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death; and (b) with respect to the time and the prices at
which Shares are purchased or sold for a Participant's account. To the extent
that indemnification may apply to liabilities arising under the Securities Act
of 1933, as amended, or the securities act of a sate, the Company has been
advised that, in the opinion of the Commission and certain state securities
commissioners, such indemnification is contrary to public policy and, therefore,
unenforceable.

B-2

ALPHABETICAL INDEX

Page
----
Additional Information ................................................
Conflicts of Interest .................................................
Description of Real Estate Investments ................................
Description of Shares .................................................
ERISA Considerations ..................................................
Estimated Use of Proceeds .............................................
Experts ...............................................................
Federal Income Tax Considerations .....................................
Financial Statements ..................................................
Glossary ..............................................................
Investment Objectives and Criteria ....................................
Legal Opinions ........................................................
Management ............................................................
Management Compensation ...............................................
Management's Discussion and Analysis of Financial Condition
And Results of Operations ............................................
Plan of Distribution ..................................................
Prior Performance Summary .............................................
Prior Performance Tables ..............................................
Prospectus Summary ....................................................
Questions and Answers About this Offering .............................
Risk Factors ..........................................................
Suitability Standards .................................................
Supplemental Sales Material ...........................................
The Operating Partnership Agreement....................................

Until _____, 200__ (90 days after the date of this prospectus), all
dealers that affect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the obligation of dealers to deliver a prospectus when acting as
soliciting dealers.

We have not authorized any dealer, salesperson or other individual to
give any information or to make any representations that are not contained in
this prospectus. If any such information or statements are given or made, you
should not rely upon such information or representation. This prospectus does
not constitute an offer to sell any securities other than those to which this
prospectus relates, or an offer to sell, or a solicitation of an offer to buy,
to any person in any jurisdiction where such an offer or solicitation would be
unlawful. This prospectus speaks as of the date set forth below. You should not
assume that the delivery of this prospectus or that any sale made pursuant to
this prospectus implies that the information contained in this prospectus will
remain fully accurate and correct as of any time subsequent to the date of this
prospectus.

________________

WELLS REAL ESTATE
INVESTMENT TRUST, INC.

Up to 300,000,000 Shares
of Common Stock
Offered to the Public

________________

PROSPECTUS

________________

WELLS INVESTMENT
SECURITIES, INC.

_____________, 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31   Other Expenses of Issuance and Distribution
-------------------------------------------

Following is an itemized statement of the expenses of the offering and
distribution of the securities to be registered, other than
underwriting commissions:

Amount
------

SEC Registration Fee                $   318,174
NASD Filing Fee                          25,000
Printing Expenses                            (1)
-----------
Legal Fees and Expenses                      (1)
-----------
Accounting Fees and Expenses                 (1)
-----------
Blue Sky Fees and Expenses                   (1)
-----------
Sales and Advertising Expenses               (1)
-----------
Seminars                                     (1)
-----------
Miscellaneous                                (1)
-----------
Total*                     $
===========

*  Estimated.

(1) To be filed by amendment.

Item 32   Sales to Special Parties
------------------------

Not Applicable

Item 33   Recent Sales of Unregistered Securities
---------------------------------------

Not Applicable

Item 34   Indemnification of the Officers and Directors
---------------------------------------------

The MCGL permits a Maryland corporation to include in its Articles of
Incorporation a provision limiting the liability of its directors and officers
to the corporation and its stockholders for money damages except for liability
resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a
final judgement as being material to the cause of action.

Subject to the conditions set forth below, the Articles of
Incorporation provide that the company shall indemnify and hold harmless a
Director, Advisor or Affiliate against any and all losses or liabilities
reasonably incurred by such Director, Advisor or Affiliate in connection with or
by reason of any act or omission performed or omitted to be performed on behalf
of the Company in such capacity.

Under the Company's Articles of Incorporation, the Company shall not
indemnify its Directors, Advisor or any Affiliate for any liability or loss
suffered by the Directors, Advisors or Affiliates, nor shall it provide that the
Directors, Advisors or Affiliates be held harmless for any loss or liability
suffered by the Company, unless all of the following conditions are met: (i) the
Directors, Advisor or Affiliates have determined , in good faith, that the
course of conduct which caused the loss or liability was in the best interests
of the Company; (ii) the Directors, Advisor or Affiliates were acting on behalf
of or performing services of the Company (iii) such liability or loss was not
the result of (A) negligence or misconduct by

II-1

the Directors, excluding the Independent Directors, Advisors or Affiliates; or
(B) gross negligence or willful misconduct by the Independent Directors; and
(iv) such indemnification or agreement to hold harmless is recoverable only out
of the company's net assets and not from Shareholders. Notwithstanding the
foregoing, the Directors, Advisors or Affiliates and any persons acting as a
broker-dealer shall not be indemnified by the Company for any losses, liability
or expenses arising from or out of an alleged violation of federal or state
securities laws by such party unless one or more of the following conditions are
met: (i) there has been a successful adjudication on the merits of each count
involving alleged securities law violations as to the particular indemnitee;
(ii) such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee; and (iii) a court of
competent jurisdiction approves a settlement of the claims against a particular
indemnitee and finds that indemnification of the settlement and the related
costs shold be made, and the court considering the request for indemnification
has been advised of he position of the SEC and of the published position of any
state securities regulatory authority in which securities of the Company were
offered or sold as to indemnification for violations of securities laws.

The Articles of Incorporation provide that the advancement of Company funds
to the Directors, Advisors or Affiliates for legal expenses and other costs
incurred as a result of any legal action for which indemnification is being
sought is permissible only if all of the following conditions are satisfied: (i)
the legal action relates to acts or omissions with respect to the performance of
duties or services on behalf of the company; (ii) the legal action is initiated
by a third party who is not a Shareholder or the legal action is initiated by a
Shareholder acting in his or her capacity as such and a court of competent
jurisdiction specifically approves such advancement; (iii) the Directors,
Advisor or Affiliates undertake to repay the advanced funds to the Company
together with the applicable legal rate of interest thereon, in cases in which
such Directors, Advisor or Affiliates are found not to be entitled to
indemnification.

The MGCL requires a Maryland corporation (unless its Articles of
Incorporation provide otherwise, which the Company's Articles of Incorporation
do not) to indemnify a director or officer who has been successful, on the
merits or otherwise, in the defense of any proceeding to which he is made a
party by reason of his service in that capacity. The MGCL permits a Maryland
corporation to indemnify its present and former directors and officers, among
others, against judgements, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer
was material to the matter giving rise to the proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the
director or officer actually received an improper personal benefit in money,
property or services or (c) in the case of any criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful. However, under the MGCL a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment of liability on the basis that personal benefit was improperly
received, unless in either case a court orders indemnification and then only for
expenses. In addition, the MGCL permits a corporation to advance reasonable
expenses to director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his good faith belief that he has met
the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (b) a written undertaking by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met. Indemnification under the
provisions of the MGCL is not deemed exclusive of any other rights, by
indemnification or otherwise, to which an officer or director may be entitled
under the Company's Articles of Incorporation or Bylaws, or under resolutions of
stockholders or directors, contract or otherwise. It is the position of the
Commission that indemnification of directors and officers for liabilities
arising under the Securities Act is against public policy and is unenforceable
pursuant to Section 14 of the Securities Act.

The Company also has purchased and maintains insurance on behalf of all of
its Directors and executive officers against liability asserted against or
incurred by them in their official capacities with the

II-2

Company, whether or not the Company is required or has the power to indemnify
them against the same liability.

Item 35   Treatment of Proceeds from Stock Being Registered
-------------------------------------------------

Not Applicable

Item 36   Financial Statements and Exhibits.
---------------------------------

(a)  Financial Statements:
--------------------

The following financial statements of Wells Real Estate
Investment Trust, Inc. are filed as part of this Registration
Statement and included in the Prospectus:

Audited Financial Statements

(1)  Report of Independent Public Accountants,
(2)  Consolidated Balance Sheets as of December 31, 2001 and
December 31, 2000,
(3)  Consolidated Statements of Income for the years ended
December 31, 2001, 2000 and 1999,
(4)  Consolidated Statements of Stockholders' Equity for the
years ended December 31, 2001, 2000 and 1999,
(5)  Consolidated Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999, and
(6)  Notes to Consolidated Financial Statements.

Unaudited Financial Statements

(1)  Schedule III-Real Estate Investments and Accumulated
Depreciation as of December 31, 2001.

(b)  Exhibits (See Exhibit Index):
----------------------------

Exhibit No.    Description
-----------    -----------

1.1            Form of Dealer Manager Agreement (to be filed by amendment)

1.2            Form of Warrant Purchase Agreement

3.1            Amended and Restated Articles of Incorporation dated as of July
1, 2000 (previously filed in and incorporated by reference to
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on August 31, 2000)

3.2            Form of Bylaws (previously filed in and incorporated by reference
to Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on January 23,
1998)

3.3            Amendment No. 1 to Bylaws (previously filed in and incorporated
by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on April 15, 1999)

4.1            Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)

5.1            Opinion of Holland & Knight LLP as to legality of securities (to
be filed by amendment)

8.1            Opinion of Holland & Knight LLP as to tax matters (to be filed by
amendment)

II-3

8.2       Opinion of Holland & Knight LLP as to ERISA matters (to be filed by
amendment)

10.l      Advisory Agreement dated January 30, 2002

10.2      Amended and Restated Property Management and Lease Agreement among
Registrant, Wells Operating Partnership, L.P. and Wells Management
Company, Inc. (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
December 18, 2000)

10.3      Amended and Restated Joint Venture Agreement of The Fund IX, Fund X,
Fund XI and REIT Joint Venture (previously filed in and incorporated
by reference to Post-Effective Amendment No. 2 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-32099,
filed on July 9, 1998)

10.4      Joint Venture Agreement of Wells/Fremont Associates (previously filed
in and incorporated by reference to Post-Effective Amendment No. 3 of
the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on August 14, 1998)

10.5      Joint Venture Agreement of Wells/Orange County Associates (previously
filed in and incorporated by reference to Post-Effective Amendment No.
3 of the Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on August 14, 1998)

10.6      Amended and Restated Joint Venture Partnership Agreement of The Wells
Fund XI- Fund XII - REIT Joint Venture (previously filed in and
incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-l1, Commission File No. 333-83933,
filed on November 17, 1999)

10.7      Joint Venture Partnership Agreement of Wells Fund XII-REIT Joint
Venture Partnership (previously filed as Exhibit 10-11 and
incorporated by reference to Post-Effective Amendment No. 2 to Form
S-11 1 Registration Statement of Wells Real Estate Fund XII, L.P. on
Form S-11, Commission File No. 33-66657, file on April 25, 2000)

10.8      Joint Venture Partnership Agreement of Fund VIII-IX-REIT Joint Venture
(previously filed in and incorporated by reference to Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on August 31, 2000)

l0.9      Joint Venture Partnership Agreement of Wells Fund XIII-REIT Joint
Venture Partnership (previously filed in and incorporated by reference
to Post-Effective Amendment No. 3 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on July
23, 2001)

10.10     Agreement of Limited Partnership of Wells Operating Partnership, L.P.
as Amended and Restated as of January 1, 2000 previously filed in and
incorporated by reference to Form 10-K of Registrant for the fiscal
year ended December 31, 2000, Commission File No. 0-25739)

10.11     Amended and Restated Promissory Note for $15,500,000 for the
SouthTrust Loan (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 of the Registrant's Registration
Statement on Form S-l1, Commission File No. 333-32099, filed on
January 15, 1999)

10.12     Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PwC Building securing the SouthTrust Loan
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 of the Registrant's Registration Statement on Form
S-11, Commission File No. 333-32099, filed on January 15, 1999)

II-4

10.13    Loan Agreement with SouthTrust Bank, N.A. for a $35,000,000 revolving
line of credit dated May 3, 2000 (previously filed in and incorporated
by reference to Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-83933,
filed on September 8, 2000)

10.14    Promissory Note for $35,000,000 to SouthTrust Bank, N.A. (previously
filed in and incorporated by reference to Post-Effective Amendment No.
3 to Registrant's Registration Statement on Form S-11, Commission File
No. 333-83933, filed on September 8, 2000)

10.15    Allonge to Revolving Note relating to the SouthTrust Bank N.A.
$32,393,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.16    First Amendment to Revolving Loan Agreement and Other Loan Documents
relating to the SouthTrust Bank N.A. $32,393,000 revolving line of
credit (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
December 18, 2000)

10.17    Second Note Modification Agreement relating to the SouthTrust Bank N.A.
$12,844,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 18, 2000)

10.18    Second Amendment to Amended and Restated Loan Agreement and Other Loan
Documents relating to the SouthTrust Bank N.A. $12,844,000 revolving
line of credit (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
December 18, 2000)

10.19    Revolving Note relating to the SouthTrust Bank N.A. $l9,003,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on December 18, 2000)

10.20    Revolving Loan Agreement relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.21    Amended and Restated Revolving Note relating to the SouthTrust Bank
N.A. $7,900,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.22    Amended and Restated Loan Agreement relating to the SouthTrust Bank
N.A. $7,900,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on December 18, 2000)

10.23    Revolving Credit Agreement relating to the Bank of America, N.A.
$85,000,000 revolving line of credit

10.24    Construction Loan Agreement relating to the Bank of America, N.A.
$34,200,000 construction loan

II-5

10.25  Lease for the PwC Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-ll, Commission File No. 333-32099, filed
on January 15, 1999)

10.26  Office Lease the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of the
Registrant's Registration Statement on Form S-11, Commission File No.
333-32099, filed on April 15, 1999)

10.27  Guaranty of Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post Effective Amendment No. 5 of the
Registrant's Registration Statement on Form S-l1, Commission File No.
333-32099, filed on April 15, 1999)

10.28  Lease Agreement with Cinemark USA, Inc. for a portion of the Cinemark
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-11, Commission File No. 333-83933, filed on March 15, 2000)

10.29  Lease Agreement with the Coca-Cola Company for a portion of the Cinemark
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-l1, Commission File No. 333-83933, filed on March 15, 2000

l0.30  Lease Agreement for the Motorola Tempe Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-l1, Commission File No.
333-83933, filed on June 9, 2000)

10.31  First Amendment to Lease Agreement for the Motorola Tempe Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on June 9, 2000)

10.32  Ground Lease Agreement for the Motorola Tempe Building (previously filed
in and incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File No.
333-83933, filed on June 9, 2000)

10.33  Lease Agreement for the Motorola Plainfield Building (previously filed in
Land incorporated by reference to Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900, filed
on December 1, 2000)

10.34  Lease Agreement with Stone & Webster, Inc. for a portion of the Stone &
Webster Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration Statement
on form S-11, Commission File No. 333-44900, filed on February 9, 2001)

10.35  Lease Agreement with Sysco Corporation for a portion of the Stone &
Webster Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. to the Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on February 9, 200l)

II-6

10.36     Lease Agreement for the Metris Minnesota Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on February 9, 200l)

10.37     Fourth Amendment to Lease Agreement for the Metris Minnesota Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on February 9, 200l)

10.38     Guaranty of Lease for the Metris Minnesota Building (previously filed
in and incorporated by reference to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on February 9, 200l)

10.39     Lease Agreement for the Comdata Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on July 23, 2001)

10.40     First Amendment to Lease Agreement for the Comdata Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 3 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on July 23, 2001)

10.41     Least Agreement for the State Street Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.42     Lease Agreement for the IKON Buildings (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-l1, Commission File No.
333-44900, filed on October 23, 200l)

10.43     First Amendment to Lease Agreement for the IKON Buildings (previously
filed in and incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on October 23, 2001)

1O.44     Reinstatement of and Second Amendment to Lease Agreement for the IKON
Buildings (previously filed in and incorporated by reference
to Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
October 23, 200l)

10.45     Agreement of Sale for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

1O.46     Lease Agreement for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.47     Guaranty of Lease for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.48     Development Agreement for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

II-7

10.49    Design and Build Construction Agreement for the Nissan Property
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.50    Indenture of Lease Agreement for Ingram Micro Building (previously
filed in and incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on October 23, 2001)

10.51    Guaranty of Lease Agreement for Ingram Micro Building (previously filed
in and incorporated by reference to Post-Effective Amendment No. 4 to
the Registrant's Registration Statement on Form S-11, Commission File
No. 333-44900, filed on October 23, 2001)

10.52    Absolute Assignment of Lease and Assumption Agreement for Ingram Micro
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
October 23, 2001)

10.53    Bond Real Property Lease Agreement for the Ingram Micro Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.54    Second Amendment to Lease Agreement for Matsushita Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.55    Lease Agreement with TCI Great Lakes, Inc. for a portion of the Windy
Point I Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on January
23, 2002)

10.56    First Amendment to Office Lease with TCI Great Lakes, Inc.
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on January 23, 2002)

10.57    Lease Agreement with Zurich American Insurance Company for the Windy
Point II Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on January
23, 2002)

10.58    Third Amendment to Office Lease with Zurich American Insurance
Company (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
January 23, 2002)

10.59    Lease Agreement for the Arthur Andersen Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on January 23, 2002)

23.1     Consent of Holland & Knight LLP (included in exhibits 5.1 and 8.1)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney

II-8

Item 37   Undertakings
------------

(a)  The Registrant undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) to
reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement, including (but not limited
to) any addition or deletion of a managing underwriter.

(b)  The Registrant undertakes (i) that, for the purpose of
determining any liability under the Act, each such post-effective
amendment may be deemed to be a new Registration Statement relating to
the securities offered therein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof, (ii) that all post-effective amendments will comply with the
applicable forms, rules and regulations of the Commission in effect at
the time such post-effective amendments are filed, and (iii) to remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of
the offering.

(c)  The Registrant undertakes to send to each shareholder, at
least on an annual basis, a detailed statement of any transactions
with the Advisor or its affiliates, and of fees, commissions,
compensation and other benefits paid, or accrued to the Advisor or its
affiliates, for the fiscal year completed, showing the amount paid or
accrued to each recipient and the services performed.

(d)  To file a sticker supplement pursuant to Rule 424(c) under
the Act during the distribution period describing each property not
identified in the prospectus at such time as there arises a reasonable
probability that such property will be acquired and to consolidate all
such stickers into a post-effective amendment filed at least once
every three months with the information contained in such amendment
provided simultaneously to the existing shareholders; each sticker
supplement should disclose all compensation and fees received by the
Advisor and its affiliates in connection with any such acquisition;
the post-effective amendment shall include audited financial
statements meeting the requirements of Rule 3-14 of Regulation S-X
only for properties acquired during the distribution period.

(e)  To file, after the end of the distribution period, a current
report on Form 8-K containing the financial statements and any
additional information required by Rule 3-14 of Regulation S-X, to
reflect each commitment (i.e., the signing of a binding purchase
agreement) made after the end of the distribution period involving the
use of 10% or more (on a cumulative basis) of the net proceeds of the
offering and to provide the information contained in such report to
the shareholders at least once each quarter after the distribution
period of the offering has ended.

(f)  The Registrant undertakes to file the financial statements
as required by Form 10-K for the first full fiscal year of operations
and to provide each shareholder the financial statements required by
Form 10-K for such year.

II-9

(g)  The Registrant undertakes to distribute to each shareholder,
within sixty (60) days after the close of each quarterly period, a
copy of each report on Form 10-Q which is required to be filed with
the Commission or a quarterly report containing at least as much
information as the report on Form 10-Q.

(h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

II-10

TABLE VI
ACQUISITIONS OF PROPERTIES BY PROGRAMS

(to be filed by amendment)

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-11 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norcross, and State of Georgia, on the 5th day of
April, 2002.

WELLS REAL ESTATE INVESTMENT TRUST, INC.
A Maryland corporation
(Registrant)

By:/s/ Leo F. Wells, III
------------------------------------------------
Leo F. Wells, III, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 5, 2002 by the following
persons in the capacities indicated.

Name                                                          Title
----                                                          -----

/s/ Leo F. Wells, III                                         President and Director
-----------------------------------------------------
Leo F. Wells, III                                             (Principal Executive Officer)

/s/ Douglas P. Williams                                       Executive Vice President and Director
-----------------------------------------------------
Douglas P. Williams                                           (Principal Financial and Accounting Officer)

/s/ John L. Bell                                              Director
-----------------------------------------------------
John L. Bell

/s/ Richard W. Carpenter                                      Director
--------------------------------------------
Richard W. Carpenter

/s/ Bud Carter                                                Director
-----------------------------------------------------
Bud Carter

/s/ William H. Keogler, Jr.                                   Director
-----------------------------------------------------
William H. Keogler, Jr.

/s/ Donald S. Moss                                            Director
-----------------------------------------------------
Donald S. Moss

/s/ Walter W. Sessoms                                         Director
-----------------------------------------------------
Walter W. Sessoms

/s/ Neil H. Strickland                                        Director
-----------------------------------------------------
Neil H. Strickland

EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

1.1              Form of Dealer Manager Agreement (to be filed by amendment)

1.2              Form of Warrant Purchase Agreement, filed herewith

3.1              Amended and Restated Articles of Incorporation dated as of July
1, 2000, (previously filed in and incorporated by reference to
Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on August 31, 2000)

3.2              Form of Bylaws (previously filed in and incorporated by
reference to Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
January 23, 1998)

3.3              Amendment No. 1 to Bylaws (previously filed in and incorporated
by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-32099, filed on April 15, 1999)

4.1              Form of Subscription Agreement and Subscription Agreement
Signature Page (included as Exhibit A to Prospectus)

5.1              Opinion of Holland & Knight LLP as to legality of securities
(to be filed by amendment)

8.1              Opinion of Holland & Knight LLP as to tax matters (to be filed
by amendment)

8.2              Opinion of Holland & Knight LLP as to ERISA matters (to be
filed by amendment)

10.1             Advisory Agreement dated January 30, 2002, filed herewith

10.2             Amended and Restated Property Management and Leasing Agreement
among Registrant, Wells Operating Partnership, L.P. and Wells
Management Company, Inc. (previously filed in and incorporated
by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on December l8, 2000)

10.3             Amended and Restated Joint Venture Agreement of The Fund IX,
Fund X, Fund XI and REIT Joint Venture (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 of
the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on July 9, 1998)

10.4             Joint Venture Agreement of Wells/Fremont Associates (previously
filed in and incorporated by reference to Post-Effective
Amendment No. 3 of the Registrant's Registration Statement on
Form S-11, Commission File No. 333-32099, filed on August 14,
1998)

10.5             Joint Venture Agreement of Wells/Orange County Associates
(previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 of the Registrant's Registration
Statement on Form S-11, Commission File No. 333-32099, filed on
August 14, 1998)

10.6             Amended and Restated Joint Venture Partnership Agreement of The
Wells Fund XI- Fund XII - REIT Joint Venture (previously filed
in and incorporated by reference to Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on November 17, 1999)

10.7             Joint Venture Partnership Agreement of Wells Fund XII-REIT
Joint Venture Partnership (previously filed as Exhibit 10.11
and incorporated by reference to Post-Effective Amendment No. 2
to Form S-11 Registration Statement of Wells Real Estate Fund
XII, L.P. on Form S-11, Commission File No. 33-66657, filed on
April 25, 2000)

10.8  Joint Venture Partnership Agreement of Fund VIII-IX-REIT Joint Venture
(previously filed in and incorporated by reference to Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900, filed
on August 31, 2000)

10.9  Joint Venture Partnership Agreement of Wells Fund XIII-REIT Joint Venture
Partnership (previously filed in and incorporated by reference to
Post-Effective Amendment No. 3 to the Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on July 23, 200l)

10.l0 Agreement of Limited Partnership of Wells Operating Partnership, L.P. as
Amended and Restated as of January 1, 2000 (previously filed in and
incorporated by reference to Form 10-K of Registrant for the fiscal year
ended December 31, 2000, Commission File No. 0-25739)

10.11 Amended and Restated Promissory Note for $15,500,000 for the SouthTrust
Loan (previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 of the Registrant's Registration Statement on Form S-11,
Commission File No. 333-32099, filed on January 15, 1999)

10.12 Amendment No. 1 to Mortgage and Security Agreement and other Loan
Documents for the PwC Building securing the SouthTrust Loan (previously
filed in and incorporated by reference to Post-Effective Amendment No. 4
of the Registrant's Registration Statement on Form S-11, Commission File
No. 333-32099, filed on January 15, 1999)

l0.13 Loan Agreement with SouthTrust Bank, N.A. for a $35,000,000 revolving line
of credit dated May 3, 2000 (previously filed in and incorporated by
reference to Post-Effective Amendment No. 3 to Registrant's Registration
Statement on Form S-11, Commission File No. 333-83933, filed on September
8, 2000)

10.14 Promissory Note for $35,000,000 to SouthTrust Bank, N.A. (previously filed
in and incorporated by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form S-11, Commission File No.
333-83933, filed on September 8, 2000)

10.15 Allonge to Revolving Note relating to the SouthTrust Bank N.A. $32,393,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900, filed
on December 18, 2000)

10.16 First Amendment to Revolving Loan Agreement and Other Loan Documents
relating to the SouthTrust Bank N.A. $32,393,000 revolving line of credit
(previously filed in and incorporated by reference to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on December 18, 2000)

10.17 Second Note Modification Agreement relating to the SouthTrust Bank N.A.
$12,844,000 revolving line of credit (previously filed in and incorporated
by reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900, filed
on December 18, 2000)

10.18 Second Amendment to Amended and Restated Loan Agreement and 0ther Loan
Documents relating to the SouthTrust Bank N.A. $12,844,000 revolving line
of credit (previously filed in and incorporated by reference to
Pre-Effective Amendment No. 2 to the Registrant's Registration Statement
on Form S-11, Commission File No. 333-44900, filed on December 18, 2000)

10.19   Revolving Note relating to the SouthTrust Bank N.A. $19,003,000
revolving line of credit (previously filed in and incorporated by
reference to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on December 18, 2000)

10.20   Revolving Loan Agreement relating to the SouthTrust Bank N.A.
$19,003,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.21   Amended and Restated Revolving Note relating to the SouthTrust Bank N.A.
$7,900,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.22   Amended and Restated Loan Agreement relating to the SouthTrust Bank N.A.
$7,900,000 revolving line of credit (previously filed in and
incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on December 18, 2000)

10.23   Revolving Credit Agreement relating to the Bank of America, N.A.
$85,000,000 revolving line of credit, filed herewith

10.24   Construction Loan Agreement relating to the Bank of America, N.A.
$34,200,000 construction loan, filed herewith

10.25   Lease for the PwC Building (previously filed in and incorporated by
reference to Post-Effective Amendment No. 4 of the Registrant's
Registration Statement on Form S-11, Commission File No. 333-32099,
filed on January 15, 1999)

10.26   Office Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of the
Registrant's Registration Statement on Form S-11, Commission File No.
333-32099, filed on April 15, 1999)

10.27   Guaranty of Lease for the Matsushita Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 5 of the
Registrant's Registration Statement on Form S-11, Commission File No.
333-32099, filed on April 15, 1999)

10.28   Lease Agreement with Cinemark USA, Inc. for a portion of the Cinemark
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-11, Commission File No. 333-83933, filed on March 15, 2000)

10.29   Lease Agreement with The Coca-Cola Company for a portion of the Cinemark
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's Registration Statement on
Form S-l1, Commission File No. 333-83933, filed on March 15, 2000)

10.30   Lease Agreement for the Motorola Tempe Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form S-11, Commission File No.
333-83933, filed on June 9, 2000)

10.31   First Amendment to Lease Agreement for the Motorola Tempe Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration Statement on Form S-11,
Commission File No. 333-83933, filed on June 9, 2000)

10.32     Ground Lease Agreement for the Motorola Tempe Building (previously
filed in and incorporated by reference to Post-Effective Amendment No,
2 to Registrant's Registration Statement on Form S-11, Commission
File No. 333-83933, filed on June 9, 2000)

10.33     Lease Agreement for the Motorola Plainfield Building (previously filed
in and incorporated by reference to Amendment No. 1 to Registrant's
Registration Statement on Form S-11, Commission File No. 333-44900,
filed on December 1, 2000)

10.34     Lease Agreement with Stone & Webster, Inc. for a portion of the Stone
& Webster Building (previously filed in and incorporated by reference
to Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-4490, filed on
February 9, 2001)

10.35     Lease Agreement with Sysco Corporation for a portion of the Stone &
Webster Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
February 9, 2001)

10.36     Lease Agreement for the Metris Minnesota Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on February 9, 2001)

10.37     Fourth Amendment to Lease Agreement for the Metris Minnesota Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on February 9, 2001)

10.38     Guaranty of Lease for the Mtr&is Minnesota Building (previously filed
in and incorporated by reference to Post-Effective Amendment No. 1 to
the Registrant's Registration Statement, on Form S-11, Commission File
No. 333-44900, filed on February 9, 2001)

10.39     Lease Agreement for the Comdata Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 3 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on July 23, 2001)

10.40     First Amendment to Lease Agreement for the Comdata Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 3 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on July 23, 2001)

10.41     Lease Agreement for the State Street Building (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.42     Lease Agreement for the IKON Buildings (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.43     First Agreement to Lease Amendment for the IKON Buildings (previously
filed in and incorporated by reference to Post-Effective Amendment No.
4 to the Registrant's Registration Statement on Form S-11, Commission
File No. 333-44900, filed on October 23, 2001)

10.44     Reinstatement of and Second Amendment to Lease Agreement for the IKON
Buildings (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
October 23, 2001)

10.45     Agreement of Sale for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.46     Lease Agreement for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.47     Guaranty of Lease for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.48     Development Agreement for the Nissan Property (previously filed in and
incorporated by reference to Post-Effective Amendment No. 4 to the
Registrant's Registration Statement on Form S-11, Commission File No.
333-44900, filed on October 23, 2001)

10.49     Design and Build Construction Agreement for the Nissan Property
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.50     Indenture of Lease Agreement for Ingram Micro Building (previously
filed in and incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on October 23, 2001)

10.51     Guaranty of Lease Agreement for Ingram Micro Building (previously
filed in and incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-44900, filed on October 23, 2001)

10.52     Absolute Assignment of Lease and Assumption Agreement for Ingram Micro
Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 4 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
October 23, 2001)

10.53     Bond Real Property Lease Agreement for the Ingram Micro Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.54     Second Amendment to Lease Agreement for Matsushita Building
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's Registration Statement on
Form S-11, Commission File No. 333-44900, filed on October 23, 2001)

10.55     Lease Agreement with TCI Great Lakes, Inc. for a portion of the Windy
Point I Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-11, Commission File No. 333-44900, filed on
January 23, 2002)

10.56    First Amendment to Office Lease with TCI Great Lakes, Inc. (previously
filed in and incorporated by reference to Post-Effective Amendment
No. 5 to the Registrant's Registration Statement on Form S-11,
Commission File No. 333-4900, filed on January 23, 2002)

IO.57    Lease Agreement with Zurich American Insurance Company for the Windy
Point II Building (previously filed in and incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form S-l1, Commission File No. 333-44900, filed on
January 23, 2002)

IO.58    Third Amendment to Office Lease with Zurich American Insurance Company
(previously filed in and incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration Statement on Form
S-11, Commission File No. 333-44900, filed on January 23, 2002)

10.59    Lease Agreement for the Arthur Andersen Building (previously filed in
and incorporated by reference to Post-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form S-l1, Commission File No.
333-4900, filed on January 23, 2002)

23.1     Consent of Holland & Knight LLP (included in exhibits 5.1 and 8.1)

23.2     Consent of Arthur Andersen LLP

24.1     Power of Attorney

EXHIBIT 1.2

FORM OF

WARRANT PURCHASE AGREEMENT

WELLS REAL ESTATE INVESTMENT TRUST, INC.

WARRANT PURCHASE AGREEMENT

__________, 2002

This Warrant Purchase Agreement (the "Agreement") is made by and between
Wells Real Estate Investment Trust, Inc., a Maryland corporation (the
"Company"), and Wells Investment Securities, Inc. (the "Warrantholder").

The Company hereby agrees to issue and sell, and the Warrantholder agrees
to purchase, for the total purchase price of $10,560, warrants as hereinafter
described (the "Soliciting Dealer Warrants") to purchase up to an aggregate of
13,200,000 Shares (subject to adjustment pursuant to Section 8 hereof) of the
Company's common stock, $.01 par value (the "Shares"). The Soliciting Dealer
Warrants are being purchased in connection with a public offering of an
aggregate of 330,000,000 Shares (the "Offering"), pursuant to that certain
Dealer Manager Agreement (the "Dealer Manager Agreement"), dated _________, 2002
between the Company and the Warrantholder as the Dealer Manager and a
representative of the Soliciting Dealers who may receive warrants.

The issuance of the Soliciting Dealer Warrants shall be made in book-entry
form only (until such time as the Company begins issuing certificates evidencing
its Soliciting Dealer Warrants which shall be no later than such time as the
Company begins issuing certificates for its Shares) on a quarterly basis
commencing 60 days after the date on which Shares are first sold pursuant to the
Offering and such issuances shall be subject to the terms and conditions set
forth in the Dealer Manager Agreement.

In consideration of the foregoing and for the purpose of defining the terms
and provisions of the Soliciting Dealer Warrants and the respective rights and
obligations thereunder, the Company and the Warrantholder, for value received,
hereby agree as follows:

1.   FORM AND TRANSFERABILITY OF SOLICITING DEALER WARRANTS.

(A) REGISTRATION. The Soliciting Dealer Warrant(s) shall be registered
on the books of the Company (and upon issuance of certificates evidencing such
Soliciting Dealer Warrants, shall be numbered) when issued.

(B) FORM OF SOLICITING DEALER WARRANTS. The text and form of the Soliciting
Dealer Warrant and of the Election to Purchase shall be substantially as set
forth in Exhibit "A" and Exhibit "B," respectively, attached hereto and
incorporated herein. The price per Share (the "Warrant Price") and the number of
Shares issuable upon exercise of the Soliciting Dealer Warrants are subject to
adjustment upon the occurrence of certain events, all as hereinafter provided.
The Soliciting Dealer Warrants shall be dated as of the date of signature
thereof by the Company either upon initial issuance or

upon division, exchange, substitution or transfer.

(C) TRANSFER. The Soliciting Dealer Warrants shall be transferable only on
the books of the Company maintained at its principal office or that of its
designated transfer agent, if designated, upon delivery thereof duly endorsed by
the Warrantholder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority to
transfer. Upon any registration of transfer, the Company shall execute and
deliver a new Soliciting Dealer Warrant to the person entitled thereto.
Assignments or transfers shall be made pursuant to the form of Assignment
attached as Exhibit "C" hereto.

(D) LIMITATIONS ON TRANSFER OF SOLICITING DEALER WARRANTS. The Soliciting
Dealer Warrants shall not be sold, transferred, assigned, exchanged or
hypothecated by the Warrantholder for a period of one year following the
effective date of the offering of the Company's shares of common stock, except
to: (i) one or more persons, each of whom on the date of transfer is an officer
and director or partner of a Warrantholder or an officer and director or partner
of a successor to a Warrantholder as provided in clause (iv) of this Subsection
(D); (ii) a partnership or partnerships, all of the partners of which are a
Warrantholder and one or more persons, each of whom on the date of transfer is
an officer and director of a Warrantholder or an officer and director or partner
of a successor to a Warrantholder; (iii) broker-dealer firms which have
executed, and are not then in default of, the Soliciting Dealer Agreement
regarding the Offering (the "Selling Group") and one or more persons, each of
whom on the date of transfer is an officer and director or partner of a member
of the Selling Group or an officer and director or partner of a successor to a
member of the Selling Group; (iv) a successor to a Warrantholder or a successor
to a member of the Selling Group through merger or consolidation; (v) a
purchaser of all or substantially all of a Warrantholder's or Selling Group
members' assets; or (vi) by will, pursuant to the laws of descent and
distribution, or by operation of law; provided, however, that any securities
transferred pursuant to clauses (i) through (vi) of this subsection (D) shall
remain subject to the transfer restrictions specified herein for the remainder
of the initially applicable one year time period. The Soliciting Dealer Warrant
may be divided or combined, upon written request to the Company by the
Warrantholder, into a certificate or certificates representing the right to
purchase the same aggregate number of shares.

Unless the context indicates otherwise, the term "Warrantholder" shall
include any transferee of the Soliciting Dealer Warrant pursuant to this
Subsection (D), and the term "Warrant" shall include any and all Soliciting
Dealer Warrants outstanding pursuant to this Agreement, including those
evidenced by a certificate or certificates issued upon division, exchange,
substitution or transfer pursuant to this Agreement.

(E) EXCHANGE OR ASSIGNMENT OF SOLICITING DEALER WARRANT. Any Soliciting
Dealer Warrant certificate may be exchanged without expense for another
certificate or certificates entitling the Warrantholder to purchase a like
aggregate number of Shares as the certificate or certificates surrendered then
entitled such Warrantholder to purchase. Any Warrantholder desiring to exchange
a Soliciting

2

Dealer Warrant certificate shall make such request in writing delivered to the
Company, and shall surrender, properly endorsed, the certificate evidencing the
Soliciting Dealer Warrant to be so exchanged. Thereupon, the Company shall
execute and deliver to the person entitled thereto a new Soliciting Dealer
Warrant certificate as so requested.

Any Warrantholder desiring to assign a Soliciting Dealer Warrant shall make
such request in writing delivered to the Company, and shall surrender, properly
endorsed, the certificate evidencing the Soliciting Dealer Warrant to be so
assigned, with an instrument of assignment duly executed accompanied by proper
evidence of assignment, succession or authority to transfer, and funds
sufficient to pay any transfer tax, whereupon the Company shall, without charge,
execute and deliver a new Soliciting Dealer Warrant certificate in the name of
the assignee named in such instrument of assignment and the original Soliciting
Dealer Warrant certificate shall promptly be cancelled.

2.   TERMS AND EXERCISE OF SOLICITING DEALER WARRANTS.

(A) EXERCISE PERIOD. Subject to the terms of this Agreement, the
Warrantholder shall have the right to purchase one Share from the Company at a
price of $12 (120% of the public offering price per Share) during the time
period beginning one year from the effective date of the Offering and ending on
the date five years after the effective date of the Offering (the "Exercise
Period"), or if any such date is a day on which banking institutions are
authorized by law to close, then on the next succeeding day which shall not be
such a day, to purchase from the Company up to the number of fully paid and
nonassessable Shares which the Warrantholder may at the time be entitled to
purchase pursuant to the Soliciting Dealer Warrant, a form of which is attached
hereto as Exhibit "A."

(B) METHOD OF EXERCISE. The Soliciting Dealer Warrant shall be exercised by
surrender to the Company, at its principal office in Norcross, Georgia or at the
office of the Company's stock transfer agent, if any, or at such other address
as the Company may designate by notice in writing to the Warrantholder at the
address of the Warrantholder appearing on the books of the Company, of the
certificate evidencing the Soliciting Dealer Warrant to be exercised, together
with the form of Election to Purchase, included as Exhibit "B" hereto, duly
completed and signed, and upon payment to the Company of the Warrant Price (as
determined in accordance with the provisions of Sections 7 and 8 hereof), for
the number of Shares with respect to which such Soliciting Dealer Warrant is
then exercised together with all taxes applicable upon such exercise. Payment of
the aggregate Warrant Price shall be made in cash or by certified check or
cashier's check, payable to the order of the Company. A Soliciting Dealer
Warrant may not be exercised if the Shares to be issued upon the exercise of the
Soliciting Dealer Warrant have not been registered (or be exempt from
registration) in the state of residence of the holder of the Soliciting Dealer
Warrant or if a Prospectus required under the laws of such state cannot be
delivered to the buyer on behalf of the Company. In addition, holders of
Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrant to the
extent such exercise will cause them to exceed the ownership limits set forth in
the Company's Articles of Incorporation, as amended. If any Soliciting Dealer

3

Warrant has not been exercised by the end of the Exercise Period, it will
terminate and the Warrantholder will have no further rights thereunder.

(C) PARTIAL EXERCISE. The Soliciting Dealer Warrants shall be exercisable,
at the election of the Warrantholder during the Exercise Period, either in full
or from time to time in part and, in the event that the Soliciting Dealer
Warrant is exercised with respect to less than all of the Shares specified
therein at any time prior to the completion of the Exercise Period, a new
certificate evidencing the remaining Soliciting Dealer Warrants shall be issued
by the Company.

(D) SHARE ISSUANCE UPON EXERCISE. Upon such surrender of the Soliciting
Dealer Warrant certificate and payment of such Warrant Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable dispatch to
the Warrantholder in such name or names as the Warrantholder may designate in
writing, a certificate or certificates for the number of full Shares so
purchased upon the exercise of the Soliciting Dealer Warrant, together with
cash, as provided in Section 9 hereof, with respect to any fractional Shares
otherwise issuable upon such surrender. Such certificate or certificates shall
be deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of such Shares as of the close of
business on the date of the surrender of the Soliciting Dealer Warrant and
payment of the Warrant Price (as hereinafter defined), notwithstanding that the
certificates representing such Shares shall not actually have been delivered or
that the stock transfer books of the Company shall then be closed.

3.   MUTILATED OR MISSING SOLICITING DEALER WARRANT.

In case the certificate or certificates evidencing the Soliciting Dealer
Warrant shall be mutilated, lost, stolen or destroyed, the Company shall, at the
request of the Warrantholder, issue and deliver in exchange and substitution for
and upon cancellation of the mutilated certificate of certificates, or in lieu
of and in substitution for the certificate or certificates lost, stolen or
destroyed, a new Soliciting Dealer Warrant certificate or certificates of like
tenor and date and representing an equivalent right or interest, but only upon
receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Soliciting Dealer Warrant, and of reasonable bond of
indemnity, if requested, also satisfactory in form and amount and at the
applicant's cost.

4.   RESERVATION OF SHARES.

There has been reserved, and the Company shall at all times keep reserved
so long as the Soliciting Dealer Warrant remains outstanding, out of its
authorized Common Stock, such number of Shares as shall be subject to purchase
under the Soliciting Dealer Warrant.

5.   LEGEND ON SOLICITING DEALER WARRANT SHARES.

Each certificate for Shares initially issued upon exercise of the
Soliciting Dealer

4

Warrant, unless at the time of exercise such Shares are registered with the
Securities and Exchange Commission (the "Commission"), under the Securities Act
of 1933, as amended (the "Act"), shall bear the following legend:

NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES SHALL
BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED.

Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the Act of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of such counsel as shall be reasonably approved by the Company, the
securities represented thereby need no longer be subject to such restrictions.

6.        PAYMENT OF TAXES.

The Company shall pay all documentary stamp taxes, if any,
attributable to the initial issuance of the Shares; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable with
respect to any secondary transfer of the Soliciting Dealer Warrant or the
Shares.

7.        WARRANT PRICE.

The price per Share at which Shares shall be purchasable on the
exercise of the Soliciting Dealer Warrant shall be $12 (the "Warrant Price").

8.        ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

The number and kind of securities purchasable upon the exercise of the
Soliciting Dealer Warrant and the Warrant Price shall be subject to adjustment
from time to time upon the happening of certain events, as follows:

(a) In case the Company shall: (i) pay a dividend in Common Stock or
make a distribution in Common Stock; (ii) subdivide its outstanding Common
Stock; (iii) combine its outstanding Common Stock into a smaller number of
shares of Common Stock, or (iv) issue by reclassification of its Common Stock
other securities of the Company, the number and kind of securities purchasable
upon the exercise of the Soliciting Dealer Warrant immediately prior thereto
shall be adjusted so that the Warrantholder shall be entitled to receive the
number and kind of securities of the Company which it would have owned or would
have been entitled to receive after the happening of any of the events described
above had the Soliciting Dealer Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. Any adjustment
made pursuant to this Subsection (a) shall become

5

effective on the effective date of such event retroactive to the record date, if
any, for such event.

(b) No adjustment in the number of securities purchasable hereunder
shall be required unless such adjustment would require an increase or decrease
of at least one percent (1%) in the number of securities (calculated to the
nearest full Share thereof) then purchasable upon the exercise of the Soliciting
Dealer Warrant or, if the Soliciting Dealer Warrant is not then exercisable, the
number of securities purchasable upon the exercise of the Soliciting Dealer
Warrant on the first date thereafter that the Soliciting Dealer Warrant becomes
exercisable; provided, however, that any adjustment which by reason of this
Subsection (b) is not required to be made immediately shall be carried forward
and taken into account in any subsequent adjustment.

(c) Whenever the number of Shares purchasable upon the exercise of the
Soliciting Dealer Warrant is adjusted as herein provided, the Warrant Price
shall be adjusted by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of Shares
purchasable upon the exercise of the Soliciting Dealer Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of Shares
so purchasable immediately thereafter.

(d) For the purpose of this Section 8, the term "Common Stock" shall
mean: (i) the class of stock designated as the Common Stock of the Company at
the date of this Agreement; or (ii) any other class of stock resulting from
successive changes or reclassification of such Common Stock consisting solely of
changes in par value, or from par value to no par value, or from no par value to
par value. In the event that at any time, as a result of an adjustment made
pursuant to this Section 8, the Warrantholder shall become entitled to purchase
any shares of the Company other than Common Stock, thereafter the number of such
other shares so purchasable upon the exercise of the Soliciting Dealer Warrant
and the Warrant Price shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to the Shares contained in this Section 8.

(e) Whenever the number of Shares and/or securities purchasable upon
the exercise of the Soliciting Dealer Warrant or the Warrant Price is adjusted
as herein provided, the Company shall cause to be promptly mailed to the
Warrantholder by first class mail, postage prepaid, notice of such adjustment
setting forth the number of Shares and/or securities purchasable upon the
exercise of the Soliciting Dealer Warrant or the Warrant Price after such
adjustment, a brief statement of the facts requiring such adjustment and the
computation by which such adjustment was made.

(f) In case of any reclassification, capital reclassification, capital
reorganization or other change in the outstanding shares of Common Stock of the
Company (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of an issuance of Common Stock by
way of dividend or other distribution, or of a subdivision or combination of the
Common Stock), or in

6

case of any consolidation or merger of the Company with or into another
corporation or entity (other than a merger with a subsidiary in which merger the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change in the outstanding
shares of Common Stock of the Company) as a result of which the holders of the
Company's Common Stock become holders of other shares of securities of the
Company or of another corporation or entity, or such holders receive cash or
other assets, or in case of any sale or conveyance to another corporation of the
property, assets or business of the Company as an entirety or substantially as
an entirety, the Company or such successor or purchasing corporation, as the
case may be, shall execute with the Warrantholder an agreement that the
Warrantholder shall have the right thereafter upon payment for the Warrant Price
in effect immediately prior to such action to purchase upon the exercise of the
Soliciting Dealer Warrant the kind and number of securities and property which
it would have owned or have been entitled to have received after the happening
of such reclassification, capital reorganization, change in the outstanding
shares of shares of Common Stock of the Company, consolidation, merger, sale or
conveyance had the Soliciting Dealer Warrant been exercised immediately prior to
such action.

The agreement referred to in this Subsection (f) shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 8. The provisions of this Subsection
(f) shall similarly apply to successive reclassification, capital
reorganizations, changes in the outstanding shares of Common Stock of the
Company, consolidations, mergers, sales or conveyances.

(g) Except as provided in this Section 8, no adjustment with respect to
any dividends shall be made during the term of the Soliciting Dealer Warrant or
upon the exercise of the Soliciting Dealer Warrant.

(h) No adjustments shall be made in connection with the public sale and
issuance of the Shares pursuant to the Dealer Manager Agreement or the sale or
issuance of Shares upon the exercise of the Soliciting Dealer Warrant.

(i) Irrespective of any adjustments in the Warrant Price or the number
or kind of securities purchasable upon the exercise of the Soliciting Dealer
Warrant, the Soliciting Dealer Warrant certificate or certificates theretofore
or thereafter issued may continue to express the same price or number or kind of
securities stated in the Soliciting Dealer Warrant initially issuable pursuant
to this Agreement.

9.       FRACTIONAL INTEREST.

The Company shall not be required to issue fractional Shares or
securities upon the exercise of the Soliciting Dealer Warrant. If any such
fractional Share would, except for the provisions of this Section 9, be issuable
upon the exercise of the Soliciting Dealer Warrant (or specified portion
thereof), the Company may, at its election, pay an amount in cash equal to the
then current market price multiplied by such fraction. For purposes of this
Agreement, the term "current market price" shall mean: (a) if the Shares are
traded in

7

the over-the-counter market and not on the NASDAQ National Market ("NNM") or on
any national securities exchange, the average between the per share closing bid
and asked prices of the Shares for the 30 consecutive trading days immediately
preceding the date in questions, as reported by the NNM or an equivalent
generally accepted reporting service; or (b) if the Shares are traded on the NNM
or on a national securities exchange, the average for the 30 consecutive trading
days immediately preceding the date in question of the daily per share closing
prices of the Shares on the NNM or on the principal national stock exchange on
which it is listed, as the case may be. The closing price referred to in clause
(b) above shall be the last reported sales price or, in case no such reported
sale takes place on such day, the average of the reported closing bid and asked
prices on the NNM or on the principal national securities exchange on which the
Shares are then listed, as the case may be. If the Shares are not publicly
traded, then the "current market price" shall mean $10 for the first three years
following the termination of the Offering.

10.      NO RIGHTS AS STOCKHOLDER; NOTICES OF WARRANTHOLDER.

Nothing contained in this Agreement or in the Soliciting Dealer Warrant
shall be construed as conferring upon the Warrantholder or its transferee any
rights as a stockholder of the Company, either at law or in equity, including
the right to vote, receive dividends, consent or notices as a stockholder with
respect to any meeting of stockholders for the election of directors of the
Company or for any other matter.

11.      REGISTRATION OF SOLICITING DEALER WARRANTS AND SHARES PURCHASABLE
THEREUNDER.

The Shares purchasable under the Soliciting Dealer Warrants are being
registered as part of the Offering. The Company undertakes to make additional
filings with the Commission to the extent required to keep the Shares registered
through the Exercise Period.

12.      INDEMNIFICATION.

In the event of the filing of any registration statement with respect
to the Soliciting Dealer Warrants or the Shares pursuant to Section 11 above,
the Company and the Warrantholder (and/or selling Warrantholder or such holder
of Shares, as the case may be), shall agree to indemnify and hold harmless the
other to the same extent and in the same manner as provided in the Dealer
Manager Agreement.

13.      CONTRIBUTION.

In order to provide for just and equitable contribution under the Act
in any case in which: (a) the Warrantholder or any holder of Shares makes a
claim for indemnification pursuant to Section 12 hereof, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right to appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 12

8

hereof provide for indemnification in such case; or (b) contribution under the
Act may be required on the part of the Warrantholder or any holder of Shares,
the Company and the Warrantholder, or such holder of Shares, shall agree to
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (which shall, for all purposes of this Agreement, including, but
not limited to, all costs of defense and investigation and all attorneys' fees),
in either such case (after contribution from others) on the basis of relative
fault as well as any other relevant equitable considerations in the same manner
as provided by the parties in the Dealer Manager Agreement.

14.  NOTICES.

Any notice given pursuant to this Agreement by the Company or by the
Warrantholder shall be in writing and shall be deemed to have been duly given if
delivered or mailed by certified mail, return receipt requested:

(a)  If to the Warrantholder, addressed to:

Wells Investment Securities, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia  30092
Attention:  Leo F. Wells, III

(b)  If to the Company, addressed to:

Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia  30092
Attention:  Douglas P. Williams

Each party hereto may, from time to time, change the address to which
notices to it are to be delivered or mailed hereunder by notice in accordance
herewith to the other party.

15.  PARTIES IN INTEREST.

Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrantholder and, to the extent
expressed, any holder of Shares, any person controlling the Company or the
Warrantholder or any holder of Shares, directors of the Company, nominees for
directors (if any) named in the Prospectus, or officers of the Company who have
signed the registration statement, any legal or equitable right, remedy or claim
under this Agreement, and this Agreement shall be for the sole an exclusive
benefit of the aforementioned parties.

9

16.  SUCCESSORS.

All the covenants and provisions of this Agreement by or for the benefit of
the parties listed in Section 15 above shall bind and inure to the benefit of
their respective executors, administrators, successors and assigns hereunder;
provided, however, that the rights of the Warrantholder or holder of Shares
shall be assignable only to those persons and entities specified in Section 1,
Subsection (D) thereof, in which event such assignee shall be bound by each of
the terms and conditions of this Agreement.

17.  MERGER OR CONSOLIDATION OF THE COMPANY.

The Company shall not merge or consolidate with or into any other
corporation or sell all or substantially all of its property to another
corporation, unless it complies with the provisions of Section 8, Subsection (f)
thereof.

18.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All statements contained in any schedule, exhibit, certificate or other
instrument delivered by or on behalf of the parties hereto, or in connection
with the transactions contemplated by this Agreement, shall be deemed to be
representations and warranties hereunder. Notwithstanding any investigations
made by or on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement or pursuant
hereto shall survive.

19.  CHOICE OF LAW.

This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Georgia, including all
matters of construction, validity, performance and enforcement, and without
giving effect to the principles of conflict of laws; provided, however, that
causes of action for violations of federal or state securities laws shall not be
governed by this Section.

20.  JURISDICTION.

The parties submit to the jurisdiction of the Courts of the State of
Georgia or a Federal Court impaneled in the State of Georgia for the resolution
of all legal disputes arising under the terms of this Agreement.

21.  ENTIRE AGREEMENT.

Except as provided herein, this Agreement, including exhibits, contains the
entire agreement of the parties, and supersedes all existing negotiations,
representations or agreements and all other oral, written or other
communications between them concerning the subject matter of this Agreement.

10

22.  SEVERABILITY.

If any provision of this Agreement is unenforceable, invalid or violates
applicable law, such provision shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.

23.  CAPTIONS.

The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge or describe
the scope of this Agreement or the relationship of the parties, and shall not
affect this Agreement or the construction of any provisions herein.

24.  COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties have caused this Warrant Purchase Agreement
to be duly executed as of __________, 2002.

Wells Real Estate Investment Trust, Inc.

By:
--------------------------------------------
Douglas P. Williams
Executive Vice President

Wells Investment Securities, Inc.

By:
--------------------------------------------
Leo F. Wells, III
President

11

EXHIBIT A

WELLS REAL ESTATE INVESTMENT TRUST, INC.
SOLICITING DEALER WARRANT NO. ____

NO SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS WARRANT OR THE SHARES
PURCHASABLE HEREUNDER SHALL BE MADE EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED. TRANSFER OF THIS
WARRANT IS ALSO RESTRICTED BY THAT CERTAIN WARRANT PURCHASE AGREEMENT DATED AS
OF __________, 2002, A COPY OF WHICH IS AVAILABLE FROM THE ISSUER.

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
WELLS REAL ESTATE INVESTMENT TRUST, INC.

Exercisable commencing on __________, 2003
Void after 5:00 P.M. Eastern Standard Time on __________, 2007 (the
"Exercise Closing Date").

THIS CERTIFIES that, for value received, (the "Warrantholder"), or
registered assign, is entitled, subject to the terms and conditions set forth in
this Warrant (the "Warrant"), to purchase from Wells Real Estate Investment
Trust, Inc., a Maryland corporation (the "Company" and the "Issuer"), such
number of fully paid and nonassessable Shares of common stock of the Company
(the "Shares") as is reflected on the books of the Company at any time during
the period commencing on __________, 2003 and continuing up to 5:00 P.M. eastern
standard time on __________, 2007, at $12 per Share, and is subject to all the
terms thereof, including the limitations on transferability as set forth in that
certain Warrant Purchase Agreement between Wells Investment Securities, Inc. and
the Company dated __________, 2002.

THIS WARRANT may be exercised by the holder thereof, in whole or in part,
by the presentation and surrender of this Warrant with the form of Election to
Purchase duly executed, with signature(s) guaranteed, at the principal office of
the Company (or at such other address as the Company may designate by notice to
the holder hereof at the address of such holder appearing on the books of the
Company), and upon payment to the Company of the purchase price in cash or by
certified check or bank cashier's check. The Shares so purchased shall be deemed
to be issued to the holder hereof as the record owner of such Shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such Shares. The Shares so purchased shall be registered to
the holder (and, if requested, certificates issued) promptly after this Warrant
shall have been so exercised and unless this Warrant has expired or has been
exercised, in full, a new Warrant identical in form, but representing the number
of Shares with respect to which this Warrant shall not have been exercised,
shall also be issued to the holder hereof.

NOTHING CONTAINED herein shall be construed to confer upon the holder
of this Warrant, as such, any of the rights as a Stockholder of the Company.

Wells Real Estate Investment Trust, Inc.

By:______________________________________
Douglas P. Williams
Executive Vice President

EXHIBIT B

WELLS REAL ESTATE INVESTMENT TRUST, INC.
ELECTION TO PURCHASE
SOLICITING DEALER WARRANT

Wells Real Estate Investment Trust, Inc.
Suite 250
6200 The Corners Parkway
Norcross, Georgia 30092

The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the attached Soliciting Dealer Warrant (the "Warrant")
to purchase thereunder _______ shares of the common stock of Wells Real Estate
Investment Trust, Inc. (the "Shares") pursuant to the terms and provisions of
the attached Warrant and hereby tenders $______________ ($12.00 per Share) in
payment of the actual exercise price thereof, and requests that the Shares be
issued in the name of

________________________________________________________________________________

(Please Print Name, Address and SSN or TIN of Stockholder below)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

and, if said number of Shares shall not be the total possible number of Shares
purchasable pursuant to the attached Warrant, that a new Warrant certificate for
the balance of the Shares purchasable under the attached Warrant certificate be
registered in the name of the undersigned Warrantholder or his assignee as
indicated below and delivered at the address stated below:

Dated:_____________________, 200___

Name of Warrantholder or Assignee:______________________________________________
(Please Print)

Address:________________________________________________________________________

Signature:______________________________________________________________________

EXHIBIT C

WELLS REAL ESTATE INVESTMENT TRUST, INC.

SOLICITING DEALER WARRANT
ASSIGNMENT

(To be signed only upon assignment of the Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers
and conveys unto:_______________________________________________________________
(Please Print Name, Address and SSN or TIN of Assignee Below)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

the attached Soliciting Dealer Warrant No. ____ (the "Warrant"), to purchase
Shares of common stock of Wells Real Estate Investment Trust, Inc. (the
"Company"), hereby irrevocably constituting and appointing the Company and/or
its transfer agent as its attorney to transfer said Warrant on the books of the
Company, with full power of substitution.

Dated:________________, 200__

__________________________________________
Signature of Registered Holder

__________________________________________
Name of Registered Holder - Please Print

Signature Guaranteed:

_______________________

Note: The above signature must
correspond with the name as written
upon the face of the attached Warrant
certificate in every particular
respect, without alteration,
enlargement or any change whatever,
unless this Warrant has previously
been duly assigned.

EXHIBIT 10.1

ADVISORY AGREEMENT

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT, dated as of January 30, 2002, is between WELLS
REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (the "Company"), and
WELLS CAPITAL, INC., a Georgia corporation (the "Advisor").

W I T N E S S E T H

WHEREAS, the Company has issued shares of its common stock, par value $.01,
to the public, has registered with the Securities and Exchange Commission
certain additional shares of its common stock to be offered to the public
("Shares") and may subsequently issue securities other than such Shares
("Securities");

WHEREAS, the Company intends to continue to qualify as a REIT (as defined
below), and to invest its funds in investments permitted by the terms of the
Company's Articles of Incorporation and Sections 856 through 860 of the Code (as
defined below);

WHEREAS, the Company desires to avail itself of the experience, sources of
information, advice, assistance and certain facilities available to the Advisor
and to have the Advisor undertake the duties and responsibilities hereinafter
set forth, on behalf of, and subject to the supervision of, the Board of
Directors of the Company all as provided herein; and

WHEREAS, the Advisor is willing to undertake to render such services,
subject to the supervision of the Board of Directors, on the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

1.  Definitions. As used in this Advisory Agreement (the "Agreement"), the
-----------
following terms have the definitions hereinafter indicated:

Acquisition Expenses. Any and all expenses incurred by the Company, the
Advisor, or any Affiliate of either in connection with the selection,
acquisition or development of any Property, whether or not acquired, including,
without limitation, legal fees and expenses, travel and communications expenses,
costs of appraisals, nonrefundable option payments on property not acquired,
accounting fees and expenses, and title insurance premiums.

Acquisition Fees. Any and all fees and commissions, exclusive of
Acquisition Expenses, paid by any person or entity to any other person or entity
(including any fees or commissions paid by or to any Affiliate of the Company or
the Advisor) in connection with purchase, development or construction of any
Property, including, without limitation, real estate commissions, acquisition
fees, finder's fees, selection fees, nonrecurring management fees, consulting
fees, loan fees, points, or any other fees or commissions of a similar nature.

Advisor. Wells Capital, Inc., a Georgia corporation, any successor advisor
to the Company, or any person or entity to which Wells Capital, Inc. or any
successor advisor subcontracts substantially all of its functions.

Affiliate or Affiliated. As to any individual, corporation, partnership,
trust or other association (other than the Excess Shares Trust), (i) any Person
or entity directly or indirectly; through one or more intermediaries
controlling, controlled by, or under common control with another person or
entity; (ii) any Person or entity, directly or indirectly owning or controlling
ten percent (10%) or more of the outstanding voting securities of another Person
or entity; (iii) any officer, director, partner, or trustee of such Person or
entity; (iv) any Person ten percent (10%) or more of whose outstanding voting
securities are directly or indirectly owned, controlled, or held, with power to
vote, by such other Person; and (v) if such other Person or entity is an
officer, director, partner, or trustee of a Person or entity, the Person or
entity for which such Person or entity acts in any such capacity.

Appraised Value. Value according to an appraisal made by an Independent
Appraiser.

Articles of Incorporation. The Articles of Incorporation of the Company
under Title 2 of the Corporations and Associations Article of the Annotated Code
of Maryland, as amended from time to time.

Average Invested Assets. For a specified period, the average of the
aggregate book value of the assets of the Company invested, directly or
indirectly, in Properties and Loans secured by real estate before reserves for
depreciation or bad debts or other similar non-cash reserves, computed by taking
the average of such values at the end of each month during such period.

Board of Directors or Board. The persons holding such office, as of any
particular time, under the Articles of Incorporation of the Company, whether
they be the Directors named therein or additional or successor Directors.

Bylaws. The bylaws of the Company, as the same are in effect from time to
time.

Cash from Financings. Net cash proceeds realized by the Company from the
financing of Company Property or from the refinancing of any Company
indebtedness.

Cash from Sales. Net cash proceeds realized by the Company from the sale,
exchange or other disposition of any of its assets after deduction of all
expenses incurred in connection therewith. Cash from Sales shall not include
Cash from Financings.

Cash from Sales and Financings. The total sum of Cash from Sales and Cash
from Financings.

Cause. With respect to the termination of this Agreement, fraud, criminal
conduct, willful misconduct or willful or negligent breach of fiduciary duty by
the Advisor, breach of this Agreement, a default by the Sponsor under the
guarantee by the Sponsor to the Company or the bankruptcy of the Sponsor.

Code. Internal Revenue Code of 1986, as amended from time to time, or any
successor statute thereto. Reference to any provision of the Code shall mean
such provision as in effect from time to time, as the same may be amended, and
any successor provision thereto, as interpreted by any applicable regulations as
in effect from time to time.

2

Company. Wells Real Estate Investment Trust, Inc., a corporation organized
under the laws of the State of Maryland.

Company Property. Any and all property, real, personal or otherwise,
tangible or intangible, which is transferred or conveyed to the Company or the
Partnership (including all rents, income, profits and gains therefrom), and
which is owned or held by, or for the account of, the Company or the
Partnership.

Competitive Real Estate Commission. A real estate or brokerage commission
for the purchase or sale of property which is reasonable, customary, and
competitive in light of the size, type, and location of the property. The total
of all real estate commissions paid by the Company to all Persons (including the
Subordinated Disposition Fee payable to the Advisor) in connection with any Sale
of one or more of the Company's Properties shall not exceed the lesser of (i) a
Competitive Real Estate Commission or (ii) 6% of the gross sales price of the
Property or Properties.

Contract Purchase Price. The amount actually paid or allocated (as of the
date of purchase) to the purchase, development, construction or improvement of
Property, exclusive of Acquisition Fees and Acquisition Expenses.

Contract Sales Price. The total consideration received by the Company for
the sale of a Company Property.

Cumulative Return. For the period for which the calculation is being made,
the percentage resulting from dividing (A) the total Dividends paid on each
Dividends distribution date during such period (without regard to Dividends paid
out of Cash from Sales and Financings), by (B) the product of (i) the average
Invested Capital for such period (calculated on a daily basis), and (ii) the
number of years (including fractions thereof) elapsed during such period.

Director. A member of the Board of Directors of the Company.

Dividends. Any dividends or other distributions of money or other property
by the Company to owners of Shares, including distributions that may constitute
a return of capital for federal income tax purposes.

Equity Interest. The stock of or other interests in, or warrants or other
rights to purchase the stock of or other interests in, any entity that has
borrowed money from the Company or that is a tenant of the Company or that is a
parent or controlling Person of any such borrower or tenant.

Equity Shares. Transferable shares of beneficial interest of the Company of
any class or series, including common shares or preferred shares.

Good Reason. With respect to the termination of this Agreement, (i) any
failure to obtain a satisfactory agreement from any successor to the Company to
assume and agree to perform the Company's obligations under this Agreement; or
(ii) any material breach of this Agreement of any nature whatsoever by the
Company.

3

Gross Proceeds. The aggregate purchase price of all Shares sold for the
account of the Company through an Offering, without deduction for Selling
Commissions, volume discounts, the marketing support fee and due diligence
expense reimbursement or Organization and Offering Expenses. For the purpose of
computing Gross Proceeds, the purchase price of any Share for which reduced
Selling Commissions are paid to the Managing Dealer or a Soliciting Dealer
(where net proceeds to the Company are not reduced) shall be deemed to be
$10.00.

Independent Appraiser. A qualified appraiser of real estate as determined
by the Board. Membership in a nationally recognized appraisal society such as
the American Institute of Real Estate Appraisers ("M.A.I.") or the Society of
Real Estate Appraisers ("S.R.E.A.") shall be conclusive evidence of such
qualification.

Independent Director. A Director who is not and within the last two years
has not been directly or indirectly associated with the Advisor by virtue of (i)
ownership of an interest in the Advisor or its Affiliates, (ii) employment by
the Advisor or its Affiliates, (iii) service as an officer or director of the
Advisor or its Affiliates, (iv) performance of services, other than as a
Director, for the Company, (v) service as a director or trustee of more than
three real estate investment trusts advised by the Advisor, or (vi) maintenance
of a material business or professional relationship with the Advisor or any of
its Affiliates. A business or professional relationship is considered material
if the gross revenue derived by the Director from the Advisor and Affiliates
exceeds 5.0% of either the Director's annual gross revenue during either of the
last two years or the Director's net worth on a fair market value basis. An
indirect relationship shall include circumstances in which a Director's spouse,
parents, children, siblings, mothers- or fathers-in-law, sons- or
daughters-in-law, or brothers- or sisters-in-law is or has been associated with
the Advisor, any of its Affiliates, or the Company.

Independent Expert. A person or entity with no material current or prior
business or personal relationship with the Advisor or the Directors and who is
engaged to a substantial extent in the business of rendering opinions regarding
the value of assets of the type held by the Company.

Invested Capital. The amount calculated by multiplying the total number of
Shares purchased by stockholders by the issue price, reduced by the portion of
any Dividend that is attributable to Net Sales Proceeds and by any amounts paid
by the Company to repurchase Shares pursuant to the Company's plan for
redemption of Shares.

Joint Ventures. The joint venture or general partnership arrangements in
which the Company or the Partnership is a co-venturer or general partner which
are established to acquire Properties.

Listing. The listing of the Shares of the Company on a national securities
exchange or over-the-counter market.

Managing Dealer. Wells Investment Securities, Inc., an Affiliate of the
Advisor, or such entity selected by the Board of Directors to act as the
managing dealer for an Offering. Wells Investment Securities, Inc. is a member
of the National Association of Securities Dealers, Inc.

4

Net Income. For any period, the total revenues applicable to such period,
less the total expenses applicable to such period excluding additions to
reserves for depreciation, bad debts or other similar non-cash reserves;
provided, however, Net Income for purposes of calculating total allowable
Operating Expenses (as defined herein) shall exclude the gain from the sale of
the Company's assets.

Net Sales Proceeds. In the case of a transaction described in clause (i)
(A) of the definition of Sale, the proceeds of any such transaction less the
amount of all real estate commissions and closing costs paid by the Company. In
the case of a transaction described in clause (i) (B) of such definition, Net
Sales Proceeds means the proceeds of any such transaction less the amount of any
legal and other selling expenses incurred in connection with such transaction.
In the case of a transaction described in clause (i) (C) of such definition, Net
Sales Proceeds means the proceeds of any such transaction actually distributed
to the Company from the Joint Venture. In the case of a transaction or series of
transactions described in clause (i) (D) of the definition of Sale, Net Sales
Proceeds means the proceeds of any such transaction less the amount of all
commissions and closing costs paid by the Company. In the case of a transaction
described in clause (ii) of the definition of Sale, Net Sales Proceeds means the
proceeds of such transaction or series of transactions less all amounts
generated thereby and reinvested in one or more Properties within 180 days
thereafter and less the amount of any real estate commissions, closing costs,
and legal and other selling expenses incurred by or allocated to the Company in
connection with such transaction or series of transactions. Net Sales Proceeds
shall also include, in the case of any Property consisting of a building only,
any amounts that the Company determines, in its discretion, to be economically
equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any
reserves established by the Company in its sole discretion.

Offering. Any public offering of Shares pursuant to a Prospectus which is
registered with the SEC.

Operating Expenses. All costs and expenses incurred by the Company, as
determined under generally accepted accounting principles, which in any way are
related to the operation of the Company or to Company business, including
advisory fees, but excluding (i) the expenses of raising capital such as
Organizational and Offering Expenses, legal, audit, accounting, underwriting,
brokerage, listing, registration, and other fees, printing and other such
expenses and tax incurred in connection with the issuance, distribution,
transfer, registration and Listing of the Shares, (ii) interest payments, (iii)
taxes, (iv) non-cash expenditures such as depreciation, amortization and bad
loan reserves, (v) the Advisor's subordinated 10% share of Net Sales Proceeds,
(vi) the Subordinated Incentive Fee, (vii) the Property Management Fee and
(viii) Acquisition Fees and Acquisition Expenses, real estate commissions on the
sale of property, and other expenses connected with the acquisition, and
ownership of real estate interests, mortgage loans or other property (such as
the costs of foreclosure, insurance premiums, legal services, maintenance,
repair and improvement of property).

Organizational and Offering Expenses. Any and all costs and expenses, other
than selling commissions and the 2.5% dealer manager fee, incurred by the
Advisor or any Affiliate in connection with the formation, qualification and
registration of the Company and the marketing and distribution of its Shares,
including, without limitation, the following: legal, accounting and escrow fees;
printing, amending, supplementing, mailing and distributing costs; filing,

5

registration and qualification fees and taxes; telegraph and telephone costs;
and all advertising and marketing expenses, including the costs related to
investor and broker-dealer sales meetings. The Organizational and Offering
Expenses paid by the Company in connection with any Offering will not exceed
3.0% of the Gross Proceeds raised in such Offering.

Partnership. Wells Operating Partnership, L.P., a Delaware limited
partnership formed to own and operate properties on behalf of the Company.

Person. An individual, corporation, partnership, estate, trust (including a
trust qualified under Section 401(a) or 501(c) (17) of the Code), a portion of a
trust permanently set aside for or to be used exclusively for the purposes
described in Section 642(c) of the Code, association, private foundation within
the meaning of Section 509(a) of the Code, joint stock company or other entity,
or any government or any agency or political subdivision thereof.

Property or Properties. (i) The real properties, including the buildings
located thereon, or (ii) the real properties only, or (iii) the buildings only,
which are acquired by the Company, either directly or through joint venture
arrangements or other partnerships.

Prospectus. "Prospectus" has the meaning set forth in Section 2(10) of the
Securities Act of 1933, as amended (the "Securities Act"), including a
preliminary Prospectus, an offering circular as described in Rule 256 of the
General Rules and Regulations under the Securities Act or, in the case of an
intrastate offering, any document by whatever name known, utilized for the
purpose of offering and selling securities to the public.

Real Estate Asset Value. The amount actually paid or allocated to the
purchase, development, construction or improvement of a Property, exclusive of
Acquisition Fees and Acquisition Expenses.

Registration Statement. The most currently filed Registration Statement on
Form S-11 with the Securities and Exchange Commission, of which the Prospectus
is a part.

REIT. A "real estate investment trust" under Sections 856 through 860 of
the Code.

Sale or Sales. (i) Any transaction or series of transactions whereby: (A)
the Company or the Partnership sells, grants, transfers, conveys, or
relinquishes its ownership of any Property or portion thereof, including the
lease of any Property consisting of the building only, and including any event
with respect to any Property which gives rise to a significant amount of
insurance proceeds or condemnation awards; (B) the Company or the Partnership
sells, grants, transfers, conveys, or relinquishes its ownership of all or
substantially all of the interest of the Company or the Partnership in any Joint
Venture in which it is a co-venturer or partner; or (C) any Joint Venture in
which the Company or the Partnership as a co-venturer or partner sells, grants,
transfers, conveys, or relinquishes its ownership of any Property or portion
thereof, including any event with respect to any Property which gives rise to
insurance claims or condemnation awards, but (ii) not including any transaction
or series of transactions specified in clause (i) (A), (i) (B), or (i) (C) above
in which the proceeds of such transaction or series of transactions are
reinvested in one or more Properties within 180 days thereafter.

6

Securities. Any Equity Shares, Excess Shares, as such term is defined in
the Company's Articles of Incorporation, any other stock, shares or other
evidences of equity or beneficial or other interests, voting trust certificates,
bonds, debentures, notes or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general any instruments
commonly known as "securities" or any certificates of interest, shares or
participations in, temporary or interim certificates for, receipts for,
guarantees of, or warrants, options or rights to subscribe to, purchase or
acquire, any of the foregoing.

Shares. Any shares of the Company's common stock, par value $.01 per share,
previously issued by the Company pursuant to an effective registration statement
and shares currently registered with the Securities and Exchange Commission
pursuant to the Registration Statement.

Soliciting Dealers. Broker-dealers who are members of the National
Association of Securities Dealers, Inc., or that are exempt from broker-dealer
registration, and who, in either case, have executed participating broker or
other agreements with the Managing Dealer to sell Shares.

Sponsor. Any Person directly or indirectly instrumental in organizing,
wholly or in part, the Company or any Person who will control, manage or
participate in the management of the Company, and any Affiliate of such Person.
Not included is any Person whose only relationship with the Company is that of
an independent property manager of Company assets, and whose only compensation
is as such. Sponsor does not include wholly independent third parties such as
attorneys, accountants, and underwriters whose only compensation is for
professional services.

Stockholders. The record holders of the Company's Shares as maintained in
the Company's books and records.

Stockholders' 8.0% Return. As of each date, an aggregate amount equal to an
8.0% cumulative, noncompounded, annual return on Invested Capital.

Subordinated Disposition Fee. The Subordinated Disposition Fee as defined
in Paragraph 9(b).

Subordinated Incentive Fee. The fee payable to the Advisor under certain
circumstances if the Shares are listed on a national securities exchange or
over-the-counter market as defined in Paragraph 9(d).

Subordinated Share of Net Sale Proceeds. The Subordinated Share of Net
Sales Proceeds as defined in Paragraph 9(c).

Termination Date. The date of termination of the Agreement.

Total Property Cost. With regard to any Company Property, an amount equal
to the sum of the Real Estate Asset Value of such Property plus the Acquisition
Fees and Acquisition Expenses paid in connection with such Property.

7

2%/25% Guidelines. The requirement pursuant to the guidelines of the North
American Securities Administrators Association, Inc. that, in any 12 month
period, total Operating Expenses not exceed the greater of 2% of the Company's
Average Invested Assets during such 12 month period or 25% of the Company's Net
Income over the same 12 month period.

Valuation. An estimate of value of the assets of the Company as determined
by an Independent Expert.

2.  Appointment. The Company hereby appoints the Advisor to serve as its
-----------
advisor on the terms and conditions set forth in this Agreement, and the Advisor
hereby accepts such appointment.

3.  Duties of the Advisor. The Advisor undertakes to use its best efforts
---------------------
to present to the Company potential investment opportunities and to provide a
continuing and suitable investment program consistent with the investment
objectives and policies of the Company as determined and adopted from time to
time by the Board. In performance of this undertaking, subject to the
supervision of the Board and consistent with the provisions of the Prospectus,
Articles of Incorporation and Bylaws of the Company, the Advisor shall, either
directly or by engaging an Affiliate:

(a) serve as the Company's investment and financial advisor and provide
research and economic and statistical data in connection with the
Company's assets and investment policies;

(b) provide the daily management of the Company and perform and supervise
the various administrative functions reasonably necessary for the
management of the Company;

(c) maintain and preserve the books and records of the Company, including
stock books and records reflecting a record of the Stockholders and
their ownership of the Company's uncertificated Shares and acting as
transfer agent for the Company's uncertificated Shares;

(d) investigate, select, and, on behalf of the Company, engage and conduct
business with such Persons as the Advisor deems necessary to the proper
performance of its obligations hereunder, including but not limited to
consultants, accountants, correspondents, lenders, technical advisors,
attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,
depositaries, custodians, agents for collection, insurers, insurance
agents, banks, builders, developers, property owners, mortgagors, and
any and all agents for any of the foregoing, including Affiliates of
the Advisor, and Persons acting in any other capacity deemed by the
Advisor necessary or desirable for the performance of any of the
foregoing services, including but not' limited to entering into
contracts in the name of the Company with any of the foregoing;

(e) consult with the officers and the Board of the Company and assist the
Board in the formulation and implementation of the Company's financial
policies, and, as

8

necessary, furnish the Board with advice and recommendations with
respect to the making of investments consistent with the investment
objectives and policies of the Company and in connection with any
borrowings proposed to be undertaken by the Company;

(f) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate,
analyze and select potential investments in Properties, (ii) structure
and negotiate the terms and conditions of transactions pursuant to
which investment in Properties will be made; (iii) make investments in
Properties on behalf of the Company or the Partnership in compliance
with the investment objectives and policies of the Company; (iv)
arrange for financing and refinancing and make other changes in the
asset or capital structure of, and dispose of, reinvest the proceeds
from the sale of, or otherwise deal with the investments in, Property;
and (v) enter into leases and service contracts for Company Property
and, to the extent necessary, perform all other operational functions
for the maintenance and administration of such Company Property;

(g) provide the Board with periodic reports regarding prospective
investments in Properties;

(h) obtain the prior approval of the Board (including a majority of all
Independent Directors) for any and all investments in Properties;

(i) negotiate on behalf of the Company with banks or lenders for loans to
be made to the Company, and negotiate on behalf of the Company with
investment banking firms and broker-dealers or negotiate private sales
of Shares and Securities or obtain loans for the Company, but in no
event in such a way so that the Advisor shall be acting as
broker-dealer or underwriter; and provided, further, that any fees and
costs payable to third parties incurred by the Advisor in connection
with the foregoing shall be the responsibility of the Company;

(j) obtain reports (which may be prepared by the Advisor or its
Affiliates), where appropriate, concerning the value of investments or
contemplated investments of the Company in Properties;

(k) from time to time, or at any time reasonably requested by the Board,
make reports to the Board of its performance of services to the Company
under this Agreement;

(l) provide the Company with all necessary cash management services;

(m) do all things necessary to assure its ability to render the services
described in this Agreement;

(n) deliver to or maintain on behalf of the Company copies of all
appraisals obtained in connection with the investments in Properties;
and

(o) notify the Board of all proposed material transactions before they are
completed.

9

4.  Authority of Advisor.
--------------------

(a) Pursuant to the terms of this Agreement (including the restrictions
included in this Paragraph 4 and in Paragraph 7), and subject to the continuing
and exclusive authority of the Board over the management of the Company, the
Board hereby delegates to the Advisor the authority to (1) locate, analyze and
select investment opportunities, (2) structure the terms and conditions of
transactions pursuant to which investments will be made or acquired for the
Company or the Partnership, (3) acquire Properties in compliance with the
investment objectives and policies of the Company, (4) arrange for financing or
refinancing of Properties, (5) enter into leases and service contracts for the
Company's Properties, including oversight of Affiliated companies that perform
property management services for the Company, (6) oversee non-affiliated
property managers and other non-affiliated Persons who perform services for the
Company; and (7) undertake accounting and other record-keeping functions at the
Property level.

(b) Notwithstanding the foregoing, any investment in Properties, including
any acquisition of Property by the Company or the Partnership (as well as any
financing acquired by the Company or the Partnership in connection with such
acquisition), will require the prior approval of the Board.

(c) If a transaction requires approval by the Independent Directors, the
Advisor will deliver to the Independent Directors all documents required by them
to properly evaluate the proposed investment in the Property.

The prior approval of a majority of the Independent Directors and a
majority of the Board not otherwise interested in the transaction will be
required for each transaction with the Advisor or its Affiliates.

The Board may, at any time upon the giving of notice to the Advisor, modify
or revoke the authority set forth in this Paragraph 4. If and to the extent the
Board so modifies or revokes the authority contained herein, the Advisor shall
henceforth submit to the Board for prior approval such proposed transactions
involving investments in Property as thereafter require prior approval, provided
however, that such modification or revocation shall be effective upon receipt by
the Advisor and shall not be applicable to investment transactions to which the
Advisor has committed the Company prior to the date of receipt by the Advisor of
such notification.

5. Bank Accounts. The Advisor may establish and maintain one or more bank
-------------
accounts in its own name for the account of the Company or in the name of the
Company and may collect and deposit into any such account or accounts, and
disburse from any such account or accounts, any money on behalf of the Company,
under such terms and conditions as the Board may approve, provided that no funds
shall be commingled with the funds of the Advisor; and the Advisor shall from
time to time render appropriate accountings of such collections and payments to
the Board and to the auditors of the Company.

6. Records; Access. The Advisor shall maintain appropriate records of all
---------------
its activities hereunder and make such records available for inspection by the
Board and by counsel, auditors and authorized agents of the Company, at any time
or from time to time during normal

10

business hours. The Advisor shall at all reasonable times have access to the
books and records of the Company.

7. Limitations on Activities. Anything else in this Agreement to the
-------------------------
contrary notwithstanding, the Advisor shall refrain from taking any action
which, in its sole judgment made in good faith, would (a) adversely affect the
status of the Company as a REIT, (b) subject the Company to regulation under the
Investment Company Act of 1940, as amended, or (c) violate any law, rule,
regulation or statement of policy of any governmental body or agency having
jurisdiction over the Company, its Shares or its Securities, or otherwise not be
permitted by the Articles of Incorporation or Bylaws of the Company, except if
such action shall be ordered by the Board, in which case the Advisor shall
notify promptly the Board of the Advisor's judgment of the potential impact of
such action and shall refrain from taking such action until it receives further
clarification or instructions from the Board. In such event the Advisor shall
have no liability for acting in accordance with the specific instructions of the
Board so given. Notwithstanding the foregoing, the Advisor, its directors,
officers, employees and stockholders, and stockholders, directors and officers
of the Advisor's Affiliates shall not be liable to the Company or to the Board
or stockholders for any act or omission by the Advisor, its directors, officers
or employees, or stockholders, directors or officers of the Advisor's Affiliates
except as provided in Paragraphs 20 and 21 of this Agreement.

8. Relationship with Directors. Directors, officers and employees of the
---------------------------
Advisor or an Affiliate of the Advisor or any corporate parents of an Affiliate,
or directors, officers or stockholders of any director, officer or corporate
parent of an Affiliate may serve as a Director and as officers of the Company,
except that no director, officer or employee of the Advisor or its Affiliates
who also is a Director or officer of the Company shall receive any compensation
from the Company for serving as a Director or officer other than reasonable
reimbursement for travel and related expenses incurred in attending meetings of
the Board.

9.  Fees.
----

(a) Acquisition Fees and Expenses. The Advisor may receive, as compensation
payable by the Company for services rendered in connection with the
investigation, selection and acquisition (by purchase, investment or exchange)
of Properties, Acquisition Fees in an amount equal to up to 3.0% of Gross
Proceeds and Acquisition Expenses in an amount equal to up to 0.5% of Gross
Proceeds.

(b) Subordinated Disposition Fee. If the Advisor or an Affiliate provides a
substantial amount of the services (as determined by a majority of the
Independent Directors) in connection with the Sale of one or more Properties,
the Advisor or an Affiliate shall receive a Subordinated Disposition Fee equal
to the lesser of (i) one-half of a Competitive Real Estate Commission or (ii)
3.0% of the sales price of such Property or Properties. The Subordinated
Disposition Fee will be paid only if Stockholders have received total Dividends
in an amount equal to the sum of their aggregate Invested Capital and their
aggregate Stockholders' 8.0% Return. To the extent that Subordinated Disposition
Fees are not paid by the Company on a current basis due to the foregoing
limitation, the unpaid fees will be accrued and paid at such time as the
subordination conditions have been satisfied. The Subordinated Disposition Fee
may be paid in addition to real estate commissions paid to non-Affiliates,
provided that the total real

11

estate commissions paid to all Persons by the Company shall not exceed an amount
equal to the lesser of (i) 6.0% of the Contract Sales Price of a Property or
(ii) the Competitive Real Estate Commission. In the event this Agreement is
terminated prior to such time as the Stockholders have received total Dividends
in an amount equal to 100% of Invested Capital plus an amount sufficient to pay
the Stockholders' 8.0% Return through the Termination Date, an appraisal of the
Properties then owned by the Company shall be made and the Subordinated
Disposition Fee on Properties previously sold will be deemed earned if the
Appraised Value of the Properties then owned by the Company plus total Dividends
received prior to the Termination Date equals 100% of Invested Capital plus an
amount sufficient to pay the Stockholders' 8.0% Return through the Termination
Date. Upon Listing, if the Advisor has accrued but not been paid such
Subordinated Disposition Fee, then for purposes of determining whether the
subordination conditions have been satisfied, Stockholders will be deemed to
have received Dividends in the amount equal to the product of the total number
of Shares outstanding and the average closing price of the Shares over a period,
beginning 180 days after Listing, of 30 days during which the Shares are traded.

(c) Subordinated Share of Net Sales Proceeds. The Subordinated Share of Net
Sales Proceeds shall be payable to the Advisor in an amount equal to 10% of Net
Sales Proceeds remaining after the Stockholders have received Dividends equal to
the sum of the Stockholders' 8.0% Return and 100% of Invested Capital. Following
Listing, no Subordinated Share of Net Sales Proceeds will be paid to the
Advisor.

(d) Subordinated Incentive Fee. Upon Listing, the Advisor shall be entitled
to the Subordinated Incentive Fee in an amount equal to 10.0% of the amount by
which (i) the market value of the outstanding stock of the Company, measured by
taking the average closing price or average of bid and asked price, as the case
may be, over a period of 30 days during which the stock is traded, with such
period beginning 180 days after Listing (the "Market Value"), plus the total of
all Dividends paid to Stockholders from the Company's inception until the date
of Listing, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the
total Dividends required to be paid to the Stockholders in order to pay the
Stockholders' 8.0% Return from inception through the date of Listing. The
Company shall have the option to pay such fee in the form of cash, Shares, a
promissory note or any combination of the foregoing. The Subordinated Incentive
Fee will be reduced by the amount of any prior payment to the Advisor of a
deferred, Subordinated Share of Net Sales Proceeds from a Sale or Sales of a
Property. In the event the Subordinated Incentive Fee is paid to the Advisor
following Listing, no other performance fee will be paid to the Advisor.

(e) Loans from Affiliates. If any loans are made to the Company by an
Affiliate of the Advisor, the maximum amount of interest that may be charged by
such Affiliate shall be the lesser of (i) 1.0% above the prime rate of interest
charged from time to time by The Bank of New York and (ii) the rate that would
be charged to the Company by unrelated lending institutions on comparable loans
for the same purpose. The terms of any such loans shall be no less favorable
than the terms available between non-Affiliated Persons for similar commercial
loans.

(f) Changes to Fee Structure. In the event of Listing, the Company and the
Advisor shall negotiate in good faith to establish a fee structure appropriate
for a perpetual-life entity. A majority of the Independent Directors must
approve the new fee structure negotiated with the

12

Advisor. In negotiating a new fee structure, the Independent Directors shall
consider all of the factors they deem relevant, including, but not limited to:
(i) the amount of the advisory fee in relation to the asset value, composition
and profitability of the Company's portfolio; (ii) the success of the Advisor in
generating opportunities that meet the investment objectives of the Company;
(iii) the rates charged to other REITs and to investors other than REITs by
Advisors performing the same or similar services; (iv) additional revenues
realized by the Advisor and its Affiliates through their relationship with the
Company, including loan administration, underwriting or broker commissions,
servicing, engineering, inspection and other fees, whether paid by the Company
or by others with whom the Company does business; (v) the quality and extent of
service and advice furnished by the Advisor; (vi) the performance of the
investment portfolio of the Company, including income, conversion or
appreciation of capital, and number and frequency of problem investments; and
(vii) the quality of the Property portfolio of the Company in relationship to
the investments generated by the Advisor for its own account. The new fee
structure can be no more favorable to the Advisor than the current fee
structure.

10.   Expenses.
--------

(a)   In addition to the compensation paid to the Advisor pursuant to
Paragraph 9 hereof, the Company shall pay directly or reimburse the Advisor for
all of the expenses paid or incurred by the Advisor in connection with the
services it provides to the Company pursuant to this Agreement, including, but
not limited to:

(i)   the Company's Organizational and Offering Expenses; provided,
however, that within 60 days after the end of the month in which an
Offering terminates, the Advisor shall reimburse the Company for any
Organizational and Offering Expenses reimbursement received by the
Advisor pursuant to this Paragraph 10, to the extent that such
reimbursement exceeds 3.0% of the Gross Proceeds. The Advisor shall
be responsible for the payment of all the Company's Organizational
and Offering Expenses in excess of 3.0% of the Gross Proceeds;

(ii)  Acquisition Expenses incurred in connection with the selection and
acquisition of Properties;

(iii) the actual cost of goods and services used by the Company and
obtained from entities not affiliated with the Advisor, other than
Acquisition Expenses, including brokerage fees paid in connection
with the purchase and sale of securities;

(iv)  interest and other costs for borrowed money, including discounts,
points and other similar fees;

(v)   taxes and assessments on income or Property and taxes as an expense
of doing business;

(vi)  costs associated with insurance required in connection with the
business of the Company or by the Board;

(vii) expenses of managing and operating Properties owned by the Company,
whether payable to an Affiliate of the Company or a non-affiliated
Person.

13

(viii) all expenses in connection with payments to the Board and meetings
of the Board and Stockholders;

(ix)   expenses associated with Listing or with the issuance and
distribution of Shares and Securities, such as selling commissions
and fees, advertising expenses, taxes, legal and accounting fees,
Listing and registration fees, and other Organization and Offering
Expenses;

(x)    expenses connected with payments of Dividends in cash or otherwise
made or caused to be made by the Company to the Stockholders;

(xi)   expenses of organizing, revising, amending, converting, modifying,
or terminating the Company or the Articles of Incorporation;

(xii)  expenses of maintaining communications with Stockholders, including
the cost of preparation, printing, and mailing annual reports and
other Stockholder reports, proxy statements and other reports
required by governmental entities;

(xiii) administrative service expenses (including personnel costs;
provided, however, that no reimbursement shall be made for costs of
personnel to the extent that such personnel perform services in
transactions for which the Advisor receives a separate fee); and

(xiv)  audit, accounting and legal fees.

(b)    Expenses incurred by the Advisor on behalf of the Company and
payable pursuant to this Paragraph 10 shall be reimbursed no less than monthly
to the Advisor. The Advisor shall prepare a statement documenting the expenses
of the Company during each quarter, and shall deliver such statement to the
Company within 45 days after the end of each quarter.

11.    Other Services. Should the Board request that the Advisor or any
--------------
director, officer or employee thereof render services for the Company other than
set forth in Paragraph 3, such services shall be separately compensated at such
rates and in such amounts as are agreed by the Advisor and the Independent
Directors of the Company, subject to the limitations contained in the Articles
of Incorporation, and shall not be deemed to be services pursuant to the terms
of this Agreement.

12.    Fidelity Bond. The Advisor shall maintain a fidelity bond for the
-------------
benefit of the Company which bond shall insure the Company from losses of up to
$200,000 per occurrence and shall be of the type customarily purchased by
entities performing services similar to those provided to the Company by the
Advisor.

13     Reimbursement to the Advisor. The Company shall not reimburse the
----------------------------
Advisor at the end of any fiscal quarter Operating Expenses that, in the four
consecutive fiscal quarters then ended (the "Expense Year") exceed (the "Excess
Amount") the greater of 2% of Average Invested Assets or 25% of Net Income (the
"2%/25% Guidelines") for such year. Any Excess Amount paid to the Advisor during
a fiscal quarter shall be repaid to the Company. If there is an Excess Amount in
any Expense Year and the Independent Directors determine that such excess

14

was justified, based on unusual and nonrecurring factors which they deem
sufficient, the Excess Amount may be carried over and included in Operating
Expenses in subsequent Expense Years, and reimbursed to the Advisor in one or
more of such years, provided that Operating Expenses in any Expense Year,
including any Excess Amount to be paid to the Advisor, shall not exceed the
2%/25% Guidelines. Within 60 days after the end of any fiscal quarter of the
Company for which total Operating Expenses for the Expense Year exceed the
2%/25% Guidelines, there shall be sent to the stockholders a written disclosure
of such fact, together with an explanation of the factors the Independent
Directors considered in determining that such excess expenses were justified.
Such determination shall be reflected in the minutes of the meetings of the
Board of Directors. The Company will not reimburse the Advisor or its Affiliates
for services for which the Advisor or its Affiliates are entitled to
compensation in the form of a separate fee. All figures used in the foregoing
computation shall be determined in accordance with generally accepted accounting
principles applied on a consistent basis.

14.    Other Activities of the Advisor. Nothing herein contained shall
-------------------------------
prevent the Advisor from engaging in other activities, including, without
limitation, the rendering of advice to other Persons (including other REITs) and
the management of other programs advised, sponsored or organized by the Advisor
or its Affiliates; nor shall this Agreement limit or restrict the right of any
director, officer, employee, or stockholder of the Advisor or its Affiliates to
engage in any other business or to render services of any kind to any other
partnership, corporation, firm, individual, trust or association. The Advisor
may, with respect to any investment in which the Company is a participant, also
render advice and service to each and every other participant therein. The
Advisor shall report to the Board the existence of any condition or
circumstance, existing or anticipated, of which it has knowledge, which creates
or could create a conflict of interest between the Advisor's obligations to the
Company and its obligations to or its interest in any other partnership,
corporation, firm, individual, trust or association. The Advisor or its
Affiliates shall promptly disclose to the Board knowledge of such condition or
circumstance. If the Sponsor, Advisor, Director or Affiliates thereof have
sponsored other investment programs with similar investment objectives which
have investment funds available at the same time as the Company, it shall be the
duty of the Board (including the Independent Directors) to adopt the method set
forth in the Registration Statement or another reasonable method by which
properties are to be allocated to the competing investment entities and to use
their best efforts to apply such method fairly to the Company.

The Advisor shall be required to use its best efforts to present a
continuing and suitable investment program to the Company which is consistent
with the investment policies and objectives of the Company, but neither the
Advisor nor any Affiliate of the Advisor shall be obligated generally to present
any particular investment opportunity to the Company even if the opportunity is
of character which, if presented to the Company, could be taken by the Company.
The Advisor or its Affiliates may make such an investment in a property only
after (i) such investment has been offered to the Company and all public
partnerships and other investment entities affiliated with the Company with
funds available for such investment and (ii) such investment is found to be
unsuitable for investment by the Company, such partnerships and investment
entities.

In the event that the Advisor or its Affiliates is presented with a
potential investment which might be made by the Company and by another
investment entity which the Advisor or its

15

Affiliates advises or manages, the Advisor shall consider the investment
portfolio of each entity, cash flow of each entity, the effect of the
acquisition on the diversification of each entity's portfolio, rental payments
during any renewal period, the estimated income tax effects of the purchase on
each entity, the policies of each entity relating to leverage, the funds of each
entity available for investment and the length of time such funds have been
available for investment. In the event that an investment opportunity becomes
available which is suitable for both the Company and a public or private entity
which the Advisor or its Affiliates are Affiliated, then the entity which has
had the longest period of time elapse since it was offered an investment
opportunity will first be offered the investment opportunity. The Advisor may
consider the property for private placement only if such property is deemed
inappropriate for any investment entity which is advised or managed by the
Advisor, including the Company.

15.    Relationship of Advisor and Company. The Company and the Advisor are
-----------------------------------
not partners or joint venturers with each other, and nothing in this Agreement
shall be construed to make them such partners or joint venturers or impose any
liability as such on either of them.

16.    Term; Termination of Agreement. This Agreement shall continue in
------------------------------
force until January 29, 2003, subject to an unlimited number of successive
one-year renewals upon mutual consent of the parties. It is the duty of the
Board to evaluate the performance of the Advisor or annually before renewing the
Agreement, and each such renewal shall be for a term of no more than one year.

17.    Termination by Either Party. This Agreement may be terminated upon
---------------------------
60 days written notice without Cause or penalty, by either party (upon approval
of a majority of the Independent Directors of the Company or a majority of the
Board of Directors of the Advisor, as the case may be).

18.    Assignment to an Affiliate. This Agreement may be assigned by the
--------------------------
Advisor to an Affiliate with the approval of a majority of the Board (including
a majority of the Independent Directors). The Advisor may assign any rights to
receive fees or other payments under this Agreement without obtaining the
approval of the Board. This Agreement shall not be assigned by the Company
without the consent of the Advisor, except in the case of an assignment by the
Company to a corporation or other organization which is a successor to all of
the assets, rights and obligations of the Company, in which case such successor
organization shall be bound hereunder and by the terms of said assignment in the
same manner as the Company is bound by this Agreement.

19.    Payments to and Duties of Advisor upon Termination. Payments to the
--------------------------------------------------
Advisor pursuant to this Section 19 shall be subject to the 2%/25% Guidelines to
the extent applicable.

(a)    After the Termination Date, the Advisor shall not be entitled to
compensation for further services hereunder except it shall be entitled to
receive from the Company within 30 days after the effective date of such
termination all unpaid reimbursements of expenses and all earned but unpaid fees
payable to the Advisor prior to termination of this Agreement.

(b)    The Advisor shall promptly upon termination:

16

(i)   pay over to the Company all money collected and held for the account
of the Company pursuant to this Agreement, after deducting any
accrued compensation and reimbursement for its expenses to which it
is then entitled;

(ii)  deliver to the Board a full accounting, including a statement showing
all payments collected by it and a statement of all money held by it,
covering the period following the date of the last accounting
furnished to the Board;

(iii) deliver to the Board all assets, including Properties, and documents
of the Company then in the custody of the Advisor; and

(iv)  cooperate with the Company to provide an orderly management
transition.

20.   Indemnification by the Company. The Company shall indemnify and hold
------------------------------
harmless the Advisor and its Affiliates, including their respective officers,
directors, partners and employees, from all liability, claims, damages or losses
arising in the performance of their duties hereunder, and related expenses,
including reasonable attorneys' fees, to the extent such liability, claims,
damages or losses and related expenses are not fully reimbursed by insurance,
subject to any limitations imposed by the laws of the State of Maryland or the
Articles of Incorporation of the Company. Notwithstanding the foregoing, the
Advisor shall not be entitled to indemnification or be held harmless pursuant to
this paragraph 20 for any activity which the Advisor shall be required to
indemnify or hold harmless the Company pursuant to paragraph 21. Any
indemnification of the Advisor may be made only out of the net assets of the
Company and not from Stockholders.

21.   Indemnification by Advisor. The Advisor shall indemnify and hold
--------------------------
harmless the Company from contract or other liability, claims, damages, taxes or
losses and related expenses including attorneys' fees, to the extent that such
liability, claims, damages, taxes or losses and related expenses are not fully
reimbursed by insurance and are incurred by reason of the Advisor's bad faith,
fraud, willful misfeasance, misconduct, negligence or reckless disregard of its
duties, but the Advisor shall not be held responsible for any action of the
Board of Directors in following or declining to follow any advice or
recommendation given by the Advisor.

22.   Notices. Any notice, report or other communication required or
-------
permitted to be given hereunder shall be in writing unless some other method of
giving such notice, report or other communication is required by the Articles of
Incorporation, the Bylaws, or accepted by the party to whom it is given, and
shall be given by being delivered by hand or by overnight mail or other
overnight delivery service to the addresses set forth herein:

To the Board and to the Company:      Wells Real Estate Investment Trust, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092

17

To the Advisor:                   Wells Capital, Inc.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092

Either party may at any time give notice in writing to the other party of a
change in its address for the purposes of this Paragraph 22.

23.   Modification. This Agreement shall not be changed, modified,
------------
terminated, or discharged, in whole or in part, except by an instrument in
writing signed by both parties hereto, or their respective successors or
assignees.

24.   Severability. The provisions of this Agreement are independent of and
------------
severable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

25.   Construction. The provisions of this Agreement shall be construed and
------------
interpreted in accordance with the laws of the State of Georgia.

26.   Entire Agreement. This Agreement contains the entire agreement and
----------------
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.

27.   Indulgences, not Waivers. Neither the failure nor any delay on the
------------------------
part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

28.   Gender. Words used herein regardless of the number and gender
------
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context requires.

29.   Titles not to Affect Interpretation. The titles of paragraphs and
-----------------------------------
subparagraphs contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
construction or interpretation hereof.

30.   Execution in Counterparts. This Agreement may be executed in any
-------------------------
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.

18

This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories.

31.   Name. Wells Capital, Inc. has a proprietary interest in the name
----
"Wells." Accordingly, and in recognition of this right, if at any time the
Company ceases to retain Wells Capital, Inc. or an Affiliate thereof to perform
the services of Advisor, the Company will, promptly after receipt of written
request from Wells Capital, Inc., cease to conduct business under or use the
name "Wells" or any diminutive thereof and the Company shall use its best
efforts to change the name of the Company to a name that does not contain the
name "Wells" or any other word or words that might, in the sole discretion of
the Advisor, be susceptible of indication of some form of relationship between
the Company and the Advisor or any Affiliate thereof. Consistent with the
foregoing, it is specifically recognized that the Advisor or one or more of its
Affiliates has in the past and may in the future organize, sponsor or otherwise
permit to exist other investment vehicles (including vehicles for investment in
real estate) and financial and service organizations having "Wells" as a part of
their name, all without the need for any consent (and without the right to
object thereto) by the Company or its Board.

32.   Initial Investment. The Advisor has contributed $200,000 (the
------------------
"Initial Investment") in exchange for 20,000 units of limited partnership
interest ("Units") in Wells Operating Partnership, L.P. (the "Partnership"). The
Advisor or its Affiliates may not sell any of the Units purchased with the
Initial Investment while the Advisor acts in such advisory capacity to the
Company, provided, that such Units may be transferred in connection with the
--------  ----
exercise of the Advisor's right under the Partnership Agreement of the
Partnership to exchange its Units for Shares, in which case similar restrictions
on transfer will apply to the Shares received by the Advisor. The restrictions
included above shall not apply to any Shares acquired by the Advisor or its
Affiliates other than the Units acquired through the Initial Investment or
Shares acquired in exchange for the Units acquired through the Initial
Investment. The Advisor shall not vote any Shares it now owns, or hereafter
acquires, in any vote for the election of Directors or any vote regarding the
approval or termination of any contract with the Advisor or any of its
Affiliates.

[Signatures appear on next page.]

19

IN WITNESS WHEREOF, the parties hereto have executed this Advisory
Agreement as of the date and year first above written.

WELLS REAL ESTATE INVESTMENT TRUST, INC.

By: /s/ Douglas P. Williams
-----------------------------------------
Name: DOUGLAS P. WILLIAMS
---------------------------------------
Title: EXECUTIVE VICE PRESIDENT
--------------------------------------

WELLS CAPITAL, INC.

By: /s/ Leo. F. Wells III
-----------------------------------------
Name: LEO F. WELLS III
---------------------------------------
Title: PRESIDENT
--------------------------------------

20

EXHIBIT 10.23

REVOLVING CREDIT AGREEMENT

relating to

BANK OF AMERICA, N.A.

$85 MILLION REVOLVING

LINE OF CREDIT

REVOLVING CREDIT AGREEMENT

Dated as of May 11, 2001

by and among

WELLS OPERATING PARTNERSHIP, L.P.,
as Borrower,

WELLS REAL ESTATE INVESTMENT TRUST, INC.,
as Guarantor,

THE SEVERAL LENDERS FROM
TIME TO TIME PARTY HERETO,

BANK OF AMERICA, N.A.
as Administrative Agent,

and

BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and
as Sole Book Manager

TABLE OF CONTENTS
-----------------

Page

ARTICLE 1 - Definitions ...........................................................   1

Section 1.1  Definitions .......................................................   1

ARTICLE 2 - Loans .................................................................  15

Section 2.1 Commitment .........................................................  15
Section 2.2 Increased Loan Amount ..............................................  16
Section 2.3 Purpose of Loan ....................................................  16
Section 2.4 Blocked Loan Funds .................................................  17
Section 2.5 Fees ...............................................................  19
Section 2.6 Borrowings .........................................................  19
Section 2.7 Repayment ..........................................................  20
Section 2.8 Interest ...........................................................  20
Section 2.9 Notes ..............................................................  21
Section 2.10 Default Rate; Late Charge .........................................  21
Section 2.11 Election, Conversion and Continuation .............................  21
Section 2.12 Prepayments .......................................................  22
Section 2.13 Capital Adequacy ..................................................  23
Section 2.14 Limitation on LIBOR Rate Loans ....................................  23
Section 2.15 Illegality ........................................................  23
Section 2.16 Requirements of Law ...............................................  23
Section 2.17 Treatment of Affected Loans .......................................  24
Section 2.18 Taxes on Notes and Credit Documents ...............................  25
Section 2.19 Compensation ......................................................  27
Section 2.20 Pro Rata Treatment

................................................  27
Section 2.21 Sharing of Payments ...............................................  28
Section 2.22 Payments, Computations, Etc. ......................................  28
Section 2.23 Evidence of Debt ..................................................  30
Section 2.24 Collateral Pool ...................................................  30

ARTICLE 3 - Conditions ............................................................  31

Section 3.1 Conditions Precedent to Each Loan ..................................  31

ARTICLE 4 - Representations and Warranties ........................................  32

Section 4.1 Representations and Warranties .....................................  32
Section 4.2 Survival of Representations and Warranties, etc ....................  37

ARTICLE 5 - General Covenants .....................................................  38

Section 5.1 Preservation of Existence and Similar Matters ......................  38
Section 5.2 Business: Compliance with Applicable Law ...........................  38
Section 5.3 Maintenance of Properties ..........................................  38
Section 5.4 Accounting Methods and Financial Records ...........................  38
Section 5.5 Payment of Taxes and Claims ........................................  39
Section 5.6 Insurance and Casualty .............................................  39
Section 5.7 Reserve for Insurance, Taxes and Assessments .......................  43
Section 5.8 Condemnation .......................................................  44

i

Section 5.9 Visits and Inspections .............................................  44
Section 5.10 Payment of Indebtedness; Loans ....................................  44
Section 5.11 Indemnity .........................................................  45
Section 5.12 Accuracy and Completeness of Information ..........................  46
Section 5.13 Dividends .........................................................  46
Section 5.14 Liens .............................................................  46
Section 5.15 Limit on Additional Indebtedness ..................................  46
Section 5.16 Limitation on Investments .........................................  47
Section 5.17 Management ........................................................  47
Section 5.18 Incorporation of Covenants Benefiting Other Lenders ...............  48
Section 5.19 Additional Credit Parties .........................................  48

ARTICLE 6 - Financial Covenants ...................................................  49

Section 6.1 Covenants of Borrower ..............................................  49
Section 6.2 Guarantor Covenants ................................................  49

ARTICLE 7 - Information Covenants .................................................  50

Section 7.1 Financial Reports and Information ..................................  50
Section 7.2 Collateral Records and Financial Reports ...........................  51
Section 7.3 Compliance Certificates ............................................  51
Section 7.4 Copies of Other Reports ............................................  52
Section 7.5 Notice of Litigation and Other Matters .............................  53
Section 7.6 Matters Affecting the Collateral ...................................  54
Section 7.7 Notices from the Borrower Regarding Environmental Matters ..........  54
Section 7.8 Notices Regarding ERISA Matters ....................................  54
Section 7.10 Other Information .................................................  55

ARTICLE 8 - Appraisal of Collateral ...............................................  55

ARTICLE 9 - Default ...............................................................  55

Section 9.1 Events of Default ..................................................  55
Section 9.2 Notice and Cure; Remedies ..........................................  59

ARTICLE 10 - Agency Provisions ....................................................  60

Section 10.1 Appointment, Powers and Immunities ................................  60
Section 10.2 Reliance by Administrative Agent ..................................  61
Section 10.3 Defaults ..........................................................  61
Section 10.4 Rights as a Leader ................................................  61
Section 10.5 Indemnification ...................................................  62
Section 10.6 Non-Reliance on Administrative Agent and Other Lenders ............  62
Section 10.7 Successor Administrative Agent ....................................  62
Section 10.8 Minimum Commitments by Agent ......................................  63

ARTICLE 11 - Miscellaneous ........................................................  64

Section 11.1 Notices ...........................................................  64
Section 11.2 Expenses ..........................................................  65
Section 11.3 Waivers ...........................................................  66
Section 11.4 Set-Off ...........................................................  66
Section 11.5 Benefit of Agreement; Assignments .................................  66

ii

Section 11.6 Counterparts ......................................................  68
Section 11.7 Governing Law; Submission to Jurisdiction; Venue ..................  68
Section 11.8 Severability ......................................................  69
Section 11.9 Headings ..........................................................  69
Section 11.10 Interest .........................................................  69
Section 11.11 Entire Agreement .................................................  70
Section 11.12 Amendment and Restatement ........................................  70
Section 11.13 Other Relationships ..............................................  70
Section 11.14 Amendment, Waivers and Consents ..................................  70
Section 11.15 Confidentiality ..................................................  71
Section 11.16 Conflict .........................................................  72

SCHEDULES
---------

Schedule 1.1(a)          Acquisition Cost of Collateral
Schedule 2.1             Lenders
Schedule 4.1(p)          ERISA Events
Schedule 4.1(q)          Subsidiaries
Schedule 5.14            Existing Liens

EXHIBITS
--------

Exhibit 1.1(a)           Form of Request for Advance
Exhibit 2.4              Form of Participation Agreement
Exhibit 2.6(a)           Construction Delivery Requirements and Terms and
Conditions
Exhibit 2.9              Form of Revolving Credit Note
Exhibit 5.19             Form of Guaranty Agreement
Exhibit 7.3              Form of Officer's Compliance Certificate
Exhibit 11.5(b)          Form of Assignment and Acceptance

iii

THIS REVOLVING CREDIT AGREEMENT is made and entered into on and as of the
____ day of May, 2001, by and among WELLS OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Borrower"), Wells Real Estate Investment Trust,
--------
Inc., a Maryland corporation ("Guarantor"), BANK OF AMERICA, N.A., a national
---------
banking association, as administrative agent for the Lenders (in such capacity,
the "Administrative Agent"), and the Lenders identified herein;
--------------------

W I T N E S S E T H:
- - - - - - - - - -

In consideration of the mutual covenants and undertakings of the parties
which are hereinafter set forth, Borrower, Guarantor and Administrative Agent do
hereby agree as follows as of the day and year first above written:

ARTICLE 1
Definitions

Section 1.1 Definitions. For the purposes of this Agreement:
-----------

"Acquisition Cost" shall mean the costs actually incurred or paid by
----------------
Borrower incident to the acquisition of Collateral, as determined by
Administrative Agent in Administrative Agent's reasonable discretion, plus the
cost of any capital improvements performed by the Borrower which Administrative
Agent has agreed to accept as part of the Acquisition Cost of such Collateral.
For purposes of the Collateral existing as of the date hereof, "Acquisition
Cost" shall mean the amount set forth beside each Property listed on Schedule
--------
1.1(a) attached hereto.
------

"Additional Credit Party" shall mean each Person that becomes a Guarantor
-----------------------
after the Closing Date by execution of a Guaranty Agreement.

"Adjusted Cash Flow" shall mean, for any Person, for any period for which
------------------
the same is computed, the sum of (a) such party's net income (loss) for such
period plus (b) such party's Interest Expense for such period plus (c) such
----                                                   ----
party's depreciation and amortization for financial reporting purposes for such
period; plus (d) such party's income tax expense for such period, computed in
----
each case on a consolidated basis in accordance with GAAP and adjusted as
necessary to reflect any straightlining of rental income.

"Adjusted LIBOR Rate" shall mean the quotient obtained (rounded upward, if
-------------------
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London
Interbank Offered Rate by (ii) 1.00 minus the LIBOR Reserve Percentage, where,

"London Interbank Offered Rate" shall mean, with respect to any applicable
-----------------------------
Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in U.S. Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period for a term comparable to such Interest Period.
If for any reason such rate is not available, the term "London Interbank
Offered Rate" shall

PAGE 1

mean, for any Interest Period therefor, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in
U.S. Dollars at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one
--------  -------
rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates; and

"LIBOR Reserve Percentage" shall mean, with respect to any applicable
------------------------
Interest Period, for any day that percentage (expressed as a decimal)
which is in effect on such day, as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including basic, supplemental, emergency,
special and marginal reserves) generally applicable to financial
institutions regulated by the Federal Reserve Board whether or not
applicable to any Lender, in respect of "Eurocurrency liabilities" (or
in respect of any other category of liabilities which includes deposits
by reference to which the interest rate on LIBOR Rate Principal is
determined), whether or not any Lender has any Eurocurrency
liabilities. The LIBOR Rate shall be adjusted automatically as of the
effective date of each change in the LIBOR Reserve Percentage.

"Administrative Agent" shall mean Bank of America, N.A. and any
--------------------
assignees of Administrative Agent which hereafter become parties hereto pursuant
to Article 10 hereof.

"Affiliate" shall mean any Person directly or indirectly controlling,
---------
controlled by, or under common control with Borrower excluding, however,
employees of Borrower.

"Administrative Agent's Office" shall mean the office of Administrative
-----------------------------
Agent located at Bank of America Plaza, Real Estate Group, 6th Floor, 600
Peachtree Street, N.E., Atlanta, Georgia 30308, or such other office as may be
designated pursuant to the provisions of Section 10.1 of this Agreement.

"Agreement" shall mean this Revolving Credit Agreement.
---------

"Annualized Hypothetical Debt Service" shall mean the annual aggregate
------------------------------------
installments of principal and interest which would be due and payable on a
hypothetical loan in an amount equal to the outstanding principal balance of the
Loans at any given time if such amount were amortized over a period of
twenty-five (25) years at a fixed rate of interest equal to the Treasury Rate as
of such date plus two hundred fifty (250) basis points, but in no event less
than nine (9) percentage points per annum. Administrative Agent's determination
of Annualized Hypothetical Debt Service shall be binding and conclusive in the
absence of manifest error.

"Annualized Net Operating Income" shall mean, with respect to all
-------------------------------
assets within the Collateral Pool, the aggregate annualized recurring rental
income received or to be received by Borrower from tenants under fully executed
leases approved by Lender, as of any date of determination, less the aggregate
annualized expenses paid or to be paid by Borrower in connection with the
ownership and operation of the assets (excluding debt service on the Loans but
including annualized property taxes and insurance premiums [to the extent not
passed through to tenants],

PAGE 2

capital expenditure and property replacement reserves in an aggregate amount
equal to the greater of (i) actual capital expenditure and property placement
reserves or (ii) fifty cents ($.50) per square foot times the aggregate net
rentable area of the assets, and a property management fee equal to two percent
(2.0%) of rental income). Administrative Agent's determination of Annualized Net
Operating Income shall be binding and conclusive in the absence of manifest
error.

"Applicable Law" shall mean, in respect of any Person, all provisions
--------------
of constitutions, statutes, rules, regulations and orders of governmental bodies
or regulatory agencies applicable to such Person, and all orders and decrees of
all courts and arbitrators in proceedings or actions to which the Person in
question is a party or by which it is bound.

"Authorized Signatory" shall mean such representatives of Borrower as
--------------------
may be duly authorized and designated in writing by Borrower to execute
documents, agreements and instruments on behalf of Borrower in connection with
this Agreement.

"Available Committed Amount" shall mean, at any time, an amount equal
--------------------------
to the lesser of (a) the Committed Amount or (b) sixty percent (60%) of the
Value of the Collateral Pool.

"Base Rate Loan" shall mean a Loan bearing interest at the Prime Rate.
--------------

"Base Rate Principal" shall mean any portion of the outstanding
-------------------
principal balance of the Committed Amount bearing interest at the Prime Rate.

"Borrower" shall mean Wells Operating Partnership, L.P., a Georgia
--------
limited partnership.

"Business Day" shall mean any day other than a Saturday, Sunday or
------------
other day on which commercial banks are authorized to close under the laws of,
or are in fact closed in, the state where Administrative Agent's Office is
located or, if such day relates to any LIBOR Rate, means any such day on which
dealings in dollar deposits are conducted by and between banks in the London,
England interbank market.

"California Mortgage" shall mean that certain Amended and Restated Deed
-------------------
of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated of
even date herewith, recorded or to be recorded in the Orange County, California
records on or about the date hereof, as same may have been or may be amended,
restated, modified or supplemented from time to time.

"Capital Stock" shall mean any and all shares, interests,
-------------
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person which is not
a corporation and any and all warrants or options to purchase any of the
foregoing.

"CERCLA" shall mean the Comprehensive Environmental Response,
------
Compensation and Liability Act of 1980, as amended from time to time (42 U.S.C.
(S)(S)9601 et seq.).

PAGE 3

"Closing Date" shall mean the date as of which this Agreement is dated.
------------

"Code" shall mean the Internal Revenue Code of 1986, as amended,
----
reformed or otherwise modified from time to time.

"Collateral" shall mean, collectively, the real and personal property
----------
encumbered and conveyed by the Mortgages and any additions thereto or
substitutions therefor, which additions or substitutions have been approved, in
writing, by Lenders in accordance with the terms hereof, less and except any
Excluded Property and any property released from the lien thereof.

"Collateral Pool" shall mean a specified group of Collateral encumbered
---------------
by the Mortgages which have been accepted by Lenders into the Collateral Pool to
secure the Obligations.

"Commitment" means, with respect to each Lender, the commitment of such
----------
Lender in an aggregate principal amount at any time outstanding of up to such
Lender's Commitment Percentage of the Committed Amount to make Loans in
accordance with the provisions of Section 2.1.

"Commitment Percentage" means, for any Lender, the percentage
---------------------
identified as its Commitment Percentage on Schedule 2.1, as such percentage may
------------
be modified in connection with any assignment made in accordance with the
provisions of Section 11.5.

"Committed Amount" shall have the meaning assigned to such term in
----------------
Section 2.1.

"Consolidated Parties" shall mean a collective reference to Guarantor
--------------------
and its consolidated Subsidiaries, if any, and "Consolidated Party" shall mean
------------------
any one of them.

"Credit Documents" shall mean, without limitation, this Agreement, the
----------------
Notes, the Mortgages, the assignments of leases and other Agreements given by
Borrower to secure the obligations, all guaranties of the obligations or any
part thereof, all environmental indemnity agreements given by Borrower to
Administrative Agent, all legal opinions or reliance letters issued by counsel
to Borrower in connection herewith, all Requests for Advance, all loan closing
statements and all other documents, instruments, certificates and agreements
executed or delivered in connection with or contemplated by this Agreement (in
each case, as the same may be amended, modified, restated, supplemented,
extended, renewed or replaced from time to time), and "Credit Document" shall
---------------
mean any one of them.

"Credit Parties" shall mean a collective reference to Borrower,
--------------
Guarantor and any Additional Credit Party executing a Guaranty Agreement, and
"Credit Party" means any one of them.

"Daily LIBOR Rate" shall mean a fluctuating rate of interest equal to
----------------
the one month rate of interest (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the one
month London interbank offered rate for deposits in U.S. Dollars at
approximately 11:00 a.m. (London time) on the second preceding Business

PAGE 4

Day, as adjusted from time to time in Administrative Agent's sole discretion for
then applicable reserve requirements, deposit insurance assessment rates and
other regulatory costs. If for any reason such rate is not available, the term
"Daily LIBOR Rate" shall mean the fluctuating rate of interest equal to the one
month rate of interest (rounded upwards, if necessary, to the nearest 1/100 of
1%) appearing on Reuters Screen LIBO Page as the one month London interbank
offered rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London
time) on the second preceding Business Day, as adjusted from time to time in
Administrative Agent's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates. The term
"Telerate Page 3750" means the British Bankers Association Libor Rates
(determined as of 11:00 a.m. London time) that are published by Bridge
Information Systems, Inc.

"Debt Service" shall mean for any Person for any period, (a) Interest
------------
Expense for such period plus (b) the aggregate amount of regularly scheduled
principal payments of Indebtedness (excluding optional prepayments, current
maturities of short term debt (debt maturing within twelve [12] months), and
balloon principal payments due on maturity in respect of any Indebtedness)
required to be made during such period by such Person plus (c) such Person's pro
rata share of all such regularly scheduled principal payments required to be
made during such period by any Investment Affiliate on Indebtedness (excluding
optional prepayments and balloon principal payments due on maturity in respect
of any Indebtedness) taken into account in calculating Interest Expense, without
duplication.

"Debtor Relief Laws" shall mean the Bankruptcy Code of the United
------------------
States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States of America or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally.

"Default" shall mean any Event of Default, and any of the events
-------
specified in Section 9.1 regardless of whether there shall have occurred any
passage of time or giving of notice or both that would be necessary in order to
constitute such event an Event of Default.

"Derivative Exposure" shall mean the maximum liability (including
-------------------
costs, fees and expenses), based upon a liquidation or termination as of the
date of the applicable covenant compliance test, of any Person under any
interest rate swap, collar, cap or other interest rate protection agreements,
treasury locks, equity forward contracts, foreign currency exchange agreements,
commodity purchase or option agreements or other interest or exchange rate or
commodity price hedging agreements.

"Domestic Subsidiary" shall mean, with respect to any Person, any
-------------------
Subsidiary of such Person which is incorporated or organized under the laws of
any State of the United States or the District of Columbia.

PAGE 5

"Eligible Assignees" shall mean (i) a Lender; (ii) an Affiliate of a
------------------
Lender; and (iii) any other Person approved by Administrative Agent (such
approval not to be unreasonably withheld or delayed) and, unless an Event of
Default has occurred and is continuing at the time any assignment is effected in
accordance with Section 11.5, Borrower (such approval not to be unreasonably
withheld or delayed by Borrower and such approval to be deemed given by Borrower
if no objection is received by the assigning Lender and Administrative Agent
from Borrower within two (2) Business Days after notice of such proposed
assignment has been provided by the assigning Lender to Borrower); provided,
--------
however, that neither Borrower nor an Affiliate of Borrower shall qualify as an
-------
Eligible Assignee.

"Environmental  Laws" shall mean all present and future federal, state
-------------------
and local laws, including the applicable rules and regulations promulgated
thereunder, all judicial interpretations thereof, all judgments, decrees, order
concessions, grants, franchises, agreements, and other governmental restrictions
and rules of common law relating to the environment or to health or safety risks
arising therefrom, including, without limitation, CERCLA, the Resource
Conservation and Recovery Act of 1976 (42 U.S.C. (S)6901 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. (S)6901 et seq.), the Federal Water
Pollution Control Act (33 U.S.C. (S)1251 et seq.), the Clean Air Act (42 U.S.C.
(S)7401 et seq.), the Toxic Substances Control Act (15 U.S.C. (S)2601 et seq.),
the National Environmental Policy Act (42 U.S.C. (S)4321 et seq.) and the Safe
Drinking Water Act (42 U.S.C. (S)300f (S)300j), as they may be amended from
time to time.

"Equity Issuances" shall mean any issuance by Borrower to any Person
----------------
which is not a Credit Party of (a) shares of its Capital Stock, (b) any shares
of its Capital Stock pursuant to the exercise of options or warrants or (c) any
shares of its Capital Stock pursuant to the conversion of any debt securities to
equity.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
-----
as amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

"ERISA Affiliate" shall mean an entity which is under common control
---------------
with any Credit Party within the meaning of Section 4001(a)(14) of ERISA, or is
a member of a group which includes Borrower and which is treated as a single
employer under Sections 414(b) or (c) of the Code.

"ERISA Event" shall mean (i) with respect to any Plan, the occurrence
-----------
of a Reportable Event or the substantial cessation of operations (within the
meaning of Section 4062(e) of ERISA); (ii) the withdrawal by Consolidated Party
or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which
it was a substantial employer (as such term is defined in Section 4001(a)(2) of
ERISA), or the termination of a Multiple Employer Plan; (iii) the distribution
of a notice of intent to terminate or the actual termination of a Plan pursuant
to Section 4041(a)(2) or 4041A of ERISA; (iv) the institution of proceedings to
terminate or the actual termination of a Plan by the PBGC under Section 4042 of
ERISA; (v) any event or condition which might constitute

PAGE 6

grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Plan; (vi) the complete or partial withdrawal of
any Consolidated Party or any ERISA Affiliate from a Multiemployer Plan; (vii)
the conditions for imposition of a lien under Section 302(f) of ERISA exist with
respect to any Plan; or (vii) the adoption of an amendment to any Plan requiring
the provision of security to such Plan pursuant to Section 307 of ERISA.

"Escrow Agreement" shall have the meaning assigned to such term in
----------------
Section 2.4.

"Event of Default" shall mean any of the events specified in Section
----------------
9.1.

"Excluded Property" shall have the meaning assigned to such term in
-----------------
Section 2.24.

"Existing Bank of America Loan" shall mean that certain revolving
-----------------------------
credit loan heretofore made by Administrative Agent to Borrower secured by the
Collateral, which Loan is being repaid by a portion of the proceeds of the Loan.

"Federal Funds Rate" shall mean, for any day, the rate per annum
------------------
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
--------
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate charged to
Administrative Agent (in its individual capacity) on such day on such
transactions as determined by Administrative Agent.

"Fees" shall mean all fees payable pursuant to Section 2.5.
----

"Fixed LIBOR Rate" shall mean a fixed rate equal to the Adjusted LIBOR
----------------
Rate plus the LIBOR Rate Margin.

"Fixed LIBOR Rate Loan" shall mean a Loan bearing interest at the Fixed
---------------------
LIBOR Rate.

"Fixed LIBOR Rate Principal" shall mean any portion of the outstanding
--------------------------
principal balance of the Committed Amount bearing interest at the Fixed LIBOR
Rate at the time in question.

"Funds From Operations" or "FFO" shall mean, as to any period, an
---------------------      ---
amount equal to (a) income (loss) from operations of a Person for such period,
excluding gain (loss) from debt restructuring and sale of any Property, plus (b)
---------                                                               ----
depreciation and amortization of real estate assets, after adjustment for
Investment Affiliates, determined in each case on a combined basis in accordance
with GAAP. Adjustments for Investment Affiliates will be calculated to reflect
funds from operations on the same basis.

PAGE 7

"GAAP" shall mean generally accepted accounting principles in the United
----
States of America consistent with those utilized in preparing the audited
financial statements of any Person required hereunder. All references in this
Agreement to generally accepted accounting principles shall be to such
principles as are in effect from time to time. All accounting terms used herein
without definition shall be used as defined under generally accepted accounting
principles.

"Governmental Authority" shall mean any federal, state, local or foreign
----------------------
court or governmental agency, authority, instrumentality or regulatory body.

"Guarantor" shall mean Wells Real Estate Investment Trust, Inc., a Maryland
---------
corporation.

"Guaranty Agreement" shall mean one or more Guaranty Agreement(s)
------------------
substantially in the form of Exhibit 5.19 hereto, executed and delivered by (i)
------------
Guarantor on the Closing Date, and (ii) any Additional Credit Party in
accordance with the provisions of Section 5.19.

"Guaranty Obligations" shall mean, with respect to any Person, without
--------------------
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or collection)
guaranteeing or intended to guarantee any Indebtedness of any other Person in
any manner, whether direct or indirect, and including without limitation any
obligation, whether or not contingent, (i) to purchase any such Indebtedness or
any property constituting security therefor, (ii) to advance or provide funds or
other support for the payment or purchase of any such Indebtedness or to
maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance
agreements, comfort letters or similar agreements or arrangements) for the
benefit of any holder of Indebtedness of such other Person, (iii) to lease or
purchase property, securities or services primarily for the purpose of assuring
the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless
the holder of such Indebtedness against loss in respect thereof. The amount of
any Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or
maximum principal amount, if larger) of the Indebtedness in respect of which
such Guaranty Obligation is made. It is specifically understood and agreed that
the Guaranty Obligations of each Guarantor include any and all obligations that
such Guarantor may have as a Borrower hereunder or under any of the other Credit
Documents.

"Hazardous Materials" shall mean any and all hazardous or toxic substances,
-------------------
pollutants, contaminants, petroleum and gas products, including (without
limitation) solid, semi-solid, liquid or gaseous substances which are toxic,
ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or
animal health and well-being, including (without limitation) crude oil or any
fraction thereof, natural gas, natural gas liquids, liquefied natural gas or
synthetic gas usable for fuel, and including (without limitation) materials
defined as hazardous wastes or substances under any of the Environmental Laws.

"Illinois Mortgage" shall mean that certain Amended and Restated Mortgage,
-----------------
Assignment and Security Agreement dated of even date herewith, recorded or to be
recorded in the DuPage

PAGE 8

County, Illinois records on or about the date hereof, as may have been or may be
amended, restated, modified or supplemented from time to time.

"Increased Committed Amount" shall have the meaning assigned to such term
--------------------------
in Section 2.2.

"Indebtedness" of any Person, without duplication, shall mean, in each case
------------
whether direct or contingent and inclusive of all costs and fees associated with
any Derivative Exposure, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, or upon which interest payments are customarily made, (c)
all obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered into
in the ordinary course of business), (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
and due within six months of the incurrence thereof) which would appear as
liabilities on a balance sheet of such Person, (e) all obligations of such
Person under take-or-pay or similar arrangements or under commodities
agreements, (f) all indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any lien on, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (g) all guaranty obligations and other
contingent liabilities of such Person excluding obligations under any Escrow
Agreement to which such Person is a party, (h) the principal portion of all
obligations (whether direct or contingent and inclusive of all costs and fees
associated with any Derivative Exposure) of such Person under capital leases,
(i) all obligations of such Person in respect of interest rate swap, collar, cap
or other interest rate protection agreements, treasury locks, equity forward
contracts, foreign currency exchange agreements, commodity purchase or option
agreements or other interest or exchange rate or commodity price hedging
agreements, (j) all obligations of such Person to repurchase any securities
which repurchase obligation is related to the issuance thereof, (k) the maximum
amount of all standby letters of credit issued or bankers' acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed), (l) all preferred capital
stock issued by such Person and required by the terms thereof to be redeemed, or
for which mandatory sinking fund payments are due, by a fixed date, (m) all
other obligations of such Person under any arrangement or financing structure
classified as debt (for tax purposes) by any nationally recognized rating
agency, (n) the principal portion of all obligations of such Person for any off
balance sheet liabilities, and (o) such Person's pro rata share of the
Indebtedness of any partnership or unincorporated joint venture in which such
Person is a general partner or a joint venturer.

"Interest Expense" shall mean all interest expense of the applicable party
----------------
determined in accordance with GAAP plus (i) capitalized interest not covered by
an interest reserve from a loan facility plus (ii) the allocable portion (based
on liability) of any accrued or paid interest incurred on any obligation for
which the applicable party is wholly or partially liable under repayment,
interest carry, or performance guarantees, or other relevant liabilities plus
(iii) such party's pro

PAGE 9

rata share of any accrued or paid interest incurred on any indebtedness of any
investment affiliate, whether recourse or non-recourse.

"Interest Payment Date" shall mean the first (1st) day of each calendar
---------------------
month (as to interest through the end of the prior calendar month) and the
Maturity Date.

"Interest Period" shall mean with respect to any Fixed LIBOR Rate
---------------
Principal, the period commencing on the date such Fixed LIBOR Rate Principal is
disbursed or on the date on which the principal debt or any portion thereof is
converted into or continued as such Fixed LIBOR Rate Principal, and ending on
the date one (1), two (2), three (3) or six (6) months thereafter, as elected by
Borrower in the applicable rate election notice; provided that:

(i)    Each Interest Period must commence on a Business Day;

(ii)   In the case of the continuation of Fixed LIBOR Rate Principal,
the Interest Period applicable after the continuation of such Fixed LIBOR Rate
Principal shall commence on the last day of the preceding Interest Period;

(iii)  If any Interest Period applicable to Fixed LIBOR Rate Principal
would otherwise end on a day which is not a Business Day, that Interest Period
shall be extended to the next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into another calendar month, in
which event such Interest Period shall end on the next preceding Business Day;

(iv)   Any Interest Period applicable to Fixed LIBOR Rate Principal
that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of the last full
calendar month at the end of such Interest Period; and

(v)    No Interest Period shall extend beyond the Maturity Date, and
any Interest Period which begins before the Maturity Date and would otherwise
end after the Maturity Date shall instead end on the Maturity Date.

"Interest Rate Protection Agreement" shall mean any interest rate swap
----------------------------------
agreement, interest cap agreement, interest rate collar agreement, exchange
agreement, forward currency exchange agreement, forward rate currency or
interest rate option, foreign currency hedge, or any similar agreement or
arrangement entered into by Borrower and Lenders in connection with the Loans
evidenced by the Notes to hedge the risk of variable interest rate volatility or
fluctuations of interest rates, as any such agreement or arrangement may be
modified, supplemented, and in effect from time to time, and any and all
cancellations, buy backs, reversals, terminations, or assignments of any of the
foregoing.

"Investment" shall mean any investment made in cash or by delivery of
----------
property by any Consolidated Party (a) in any Person, whether by (i) acquisition
of assets, shares of Capital Stock, Investment Security, bonds, notes,
debentures, partnership, joint ventures or other

PAGE 10

ownership interests or other securities of any Person, or (ii) any deposit with,
or advance, loan or other extension of credit to, any Person (other than
deposits made in connection with the purchase of equipment or other assets in
the ordinary course of business), or (iii) any other capital contribution to or
investment in such Person, including, without limitation, any Guaranty
Obligations (including any support for a letter of credit issued on behalf of
such Person) incurred for the benefit of such Person, or (b) in any property.

"Investment Affiliate" shall mean any entity in which Borrower or
--------------------
Guarantor, as applicable, indirectly has an ownership interest whose financial
results are not consolidated under GAAP with the financial results of such party
on its financial statements.

"Investment Security" shall mean "security" as defined in Section 2(1) of
-------------------
the Securities Act of 1933, as amended.

"LIBOR Rate Loans" shall mean, collectively, the Fixed LIBOR Rate Loans and
----------------
the Variable LIBOR Rate Loans.

"LIBOR Rate Margin" shall mean one hundred eighty (180) basis points.
-----------------

"Lien" shall mean, with respect to any Property, any mortgage, lien,
----
pledge, assignment, charge, security interest, title retention agreement, levy,
execution, seizure, attachment, garnishment or other encumbrance of any kind in
respect of any Collateral, whether or not choate, vested or perfected.

"Loan" or "Loans" shall mean amounts advanced by Lenders to Borrower
----      -----
pursuant to Article 2 hereof on the occasion of any borrowing, individually or
collectively, as appropriate.

"Material Adverse Effect" shall mean a materially adverse effect upon the
-----------------------
business, assets, liabilities, financial condition, results of operations, or
business prospects of Borrower or upon the ability of Borrower to perform any
material obligations under this Agreement or any of the other Credit Documents;
in any case, whether resulting from any single act, omission, situation, status,
event, or undertaking, or several acts, omissions, situations, statuses, events,
or undertakings.

"Maturity Date" shall mean May 11, 2002, or such earlier date as payment of
-------------
the Loans shall be due (whether by acceleration or otherwise).

"Michigan Mortgage" shall mean that certain Mortgage, Assignment and
-----------------
Security Agreement dated May 10, 2001, effective of even date herewith recorded
or to be recorded in the Oakland County, Michigan records, as may have been or
may be amended, restated, modified or supplemented from time to time.

"Minnesota Mortgage" shall mean that certain Mortgage, Assignment and
------------------
Security Agreement dated May 10, 2001, effective of even date herewith recorded
or to be recorded in the

PAGE 11

Hennepin County, Minnesota records, as may have been or may be amended,
restated, modified or supplemented from time to time.

"Mortgage" or "Mortgages" shall mean, collectively, the California
--------      ---------
Mortgage, the Illinois Mortgage, the Michigan Mortgage, the Minnesota Mortgage,
the New Jersey Mortgage, and the Pennsylvania Mortgage, as any of the same may
have been or hereafter be amended, restated, modified or supplemented from time
to time.

"Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
------------------
defined in Sections 3(37) or 4001(a)(3) of ERISA.

"Multiple Employer Plan" shall mean a Plan which any Consolidated Party or
----------------------
any ERISA Affiliate and at least one employer other than the Consolidated Party
or any ERISA Affiliate are contributing sponsors.

"Net Sales Proceeds" with respect to the sale of any item of Collateral or
------------------
any Non-Collateral property shall mean the gross sales price for such item of
Collateral or Non-Collateral Property, paid by a purchaser of such item of
Collateral or Non-Collateral Property, less the Acquisition Cost. All such sales
shall be consummated only pursuant to bona fide contracts, approved by
Administrative Agent, between Borrower and purchasers who are not Affiliates.

"New Jersey Mortgage" shall mean that certain Amended and Restated
-------------------
Mortgage, Assignment and Security Agreement dated of even date herewith recorded
or to be recorded in the Middlesex County, New Jersey records, as may have been
or may be amended, restated, modified or supplemented from time to time.

"Non-Collateral Property" or "Non-Collateral Properties" shall mean,
-----------------------      -------------------------
individually or collectively, each item of real or personal property now owned
or hereafter acquired by Borrower (including without limitation each interest in
a partnership, corporation or other Person), other than an item of Collateral.

"Note" or "Notes" shall mean the revolving credit notes of Borrower in
----      -----
favor of each of the Lenders evidencing the Loans provided pursuant to Section
2.1, individually or collectively, as appropriate, as such revolving credit
notes may be amended, modified, restated, supplemented, extended, renewed or
replaced from time to time.

"Obligations" shall mean (i) all payment and performance obligations of
-----------
Borrower and all other obligors to Lenders under this Agreement and the other
Credit Documents, as they may be amended from time to time, or as a result of
making the Loans, and (ii) the obligation to pay an amount equal to the amount
of any and all damage which Lenders may suffer by reason of a breach by Borrower
or any other obligor of any obligation, covenant or undertaking with respect to
this Agreement or any other Credit Document.

"Other Lenders" shall have the meaning assigned to such term in Section
-------------
5.18.

PAGE 12

"Participation Interest" shall mean a purchase by a Lender of a
----------------------
participation in any Loans as provided in Section 2.21.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established
----
pursuant to Subtitle A of Title IV of ERISA and any successor thereof.

"Pennsylvania Mortgage" shall mean that certain Amended and Restated
---------------------
Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and
Financing Statement dated of even date herewith, recorded or to be recorded in
the Records of the Clerk of Superior Court of Dauphin County, Pennsylvania on or
about the date hereof, as may have been or may be amended, restated, modified or
supplemented from time to time.

"Person" shall mean any individual, partnership, joint venture, firm,
------
corporation, limited liability company, association, trust or other enterprise
(whether or not incorporated) or any Governmental Authority.

"Plan" shall mean any employee benefit plan (as defined in Section 3(3) of
----
ERISA) which is covered by ERISA and with respect to which any Consolidated
Party or any ERISA Affiliate is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" within the
meaning of Section 3(5) of ERISA.

"Preferred Stock Subsidiary" shall mean any entity (i) in which a Credit
--------------------------
Party owns at least ninety percent (90%) of the Capital Stock but less than ten
percent (10%) of the Voting Stock and (ii) with respect to which Borrower
certifies in writing to Administrative Agent that such entity was formed with
such an ownership structure such that its income would not adversely affect the
qualification of Guarantor's status as a REIT.

"Prime Rate" shall mean, on any day, the rate of interest per annum then
----------
most recently established by Administrative Agent as its "prime rate," it being
understood and agreed that such rate is set by Administrative Agent as a general
reference rate of interest, taking into account such factors as Administrative
Agent may deem appropriate, that it is not necessarily the lowest or best rate
actually charged to any customer or a favored rate, that it may not correspond
with future increases or decreases in interest rates charged by other lenders or
market rates in general, and that Administrative Agent may make various business
or other loans at rates of interest having no relationship to such rate. If
Administrative Agent (including any subsequent Administrative Agent) ceases to
exist or to establish or publish a prime rate from which the Prime Rate is then
determined, the applicable variable rate from which the Prime Rate is determined
thereafter shall be instead the prime rate reported in The Wall Street Journal
-----------------------
(or the average prime rate if a high and a low prime rate are therein reported),
and the Prime Rate shall change without notice with each change in such prime
rate as of the date such change is reported.

"Principal Debt" shall mean the aggregated unpaid outstanding Committed
--------------
Amount at the time in question.

"Property" shall mean, collectively, all Collateral and Non-Collateral
--------
Property.

PAGE 13

"REIT" shall mean a real estate investment trust as defined in Sections
----
856-860 of the Code.

"Reportable Event" shall mean any of the events set forth in Section
----------------
4043(c) of ERISA, other than those events as to which the notice requirement has
been waived by regulation.

"Request for Advance" shall mean any certificate signed by an Authorized
-------------------
Signatory requesting a Loan hereunder which will increase the aggregate amount
of the Loans outstanding, which certificate shall be denominated a "Request for
Advance." Each Request for Advance shall be signed by an Authorized Signatory
and substantially in the form of Exhibit 1.1(a) attached hereto.
--------------

"Required Lenders" shall mean, at any time, Lenders which are then in
----------------
compliance with their obligations hereunder (as determined by the Administrative
Agent) and holding in the aggregate at least sixty-six and two-thirds percent
(66 2/3%) of (i) the Committed Amount (and Participation Interests therein) or
(ii) if the Commitments have been terminated, the outstanding Loans and
Participation Interests.

"Senior Management" shall mean the Chief Executive Officer or Chief
-----------------
Financial Officer of a specified Person.

"Single Employer Plan" shall mean any Plan which is covered by Title IV of
--------------------
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

"Sole Book Manager" shall mean, in such capacity, Banc of America
-----------------
Securities LLC.

"Sole Lead Arranger" shall mean, in such capacity, Banc of America
------------------
Securities LLC.

"Subsidiary" shall mean, as to any Person, (a) any corporation more than
----------
50% of whose Capital Stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or indirectly
through Subsidiaries, and (b) any partnership, association, joint venture or
other entity in which such Person directly or indirectly through Subsidiaries
has more than 50% equity interest at any time.

"Supermajority Lenders" shall mean at any time, Lenders which are then in
---------------------
compliance with their obligations hereunder (as determined by Administrative
Agent) and holding in the aggregate at least seventy-five percent (75%) of (i)
the Committed Amount (and Participation Interests therein) or (ii) if the
Commitments have been terminated, the outstanding Loans and Participation
Interests.

"Taxes" shall have the meaning assigned to such term in Section 2.18.
-----

PAGE 14

"Treasury Rate" shall mean a per annum rate of interest equal to the
-------------
monthly average of the daily yield on all outstanding United States Treasury
Bond issues (excepting such bonds as are redeemable at par for payment of
Federal estate taxes) with a period of time remaining to maturity most closely
approximating seven (7) years, as then most recently published by the Board of
Governors of the Federal Reserve System in the monthly Federal Reserve Bulletin,
or any comparable successor rate designated by Lender, which rate shall be
rounded upwards to the nearest one-eighth of one percentage point (0.125%)

"Use" shall mean use, ownership, development, construction,
---
maintenance, management, operation or occupancy.

"Value of the Collateral Pool" shall mean, at any time, an amount equal
----------------------------
to the lesser of (i) the aggregate Acquisition Cost of the Collateral, or (ii)
the aggregate stabilized value of the Collateral, as determined by appraisals to
be furnished to Administrative Agent from time to time in accordance with
Article 8 of this Agreement.

"Variable LIBOR Rate" shall mean the Daily LIBOR Rate plus the LIBOR
-------------------
Margin.

"Variable LIBOR Rate Loan" shall mean a Loan bearing interest at the
------------------------
Variable LIBOR Rate.

"Variable LIBOR Rate Principal" shall mean any portion of the
-----------------------------
outstanding principal balance of the Committed Amount bearing interest at an
applicable Variable LIBOR Rate at the time in question.

"Voting Stock" shall mean, with respect to any Person, Capital Stock
------------
issued by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

Each definition of an instrument or agreement in this Article 1 shall
include such instrument or agreement as modified, amended or supplemented from
time to time with the prior written consent of Administrative Agent, and except
where the context otherwise requires, definitions imparting the singular shall
include the plural and vice versa. Except where otherwise specifically
restricted, reference to a party to a Credit Document includes that party and
its successors and assigns. All terms used herein which are defined in Title 11,
Chapter 9 of the official Code of Georgia Annotated on the date hereof and which
are not otherwise defined herein shall have the same meanings herein as set
forth therein. All definitions set forth in this Article 1 are cumulative of
those set forth elsewhere in this Agreement.

ARTICLE 2
Loans

Section 2.1 Commitment. Subject to the terms and conditions hereof and
----------
in reliance upon the representations and warranties set forth herein, each
Lender severally agrees to make

PAGE 15

available to Borrower such Lender's Commitment Percentage of revolving credit
loans requested by Borrower in Dollars ("Loans") from time to time from the
-----
Closing Date until the Maturity Date, or such earlier date as the Commitments
shall have been terminated as provided herein for the purposes hereinafter set
forth; provided, however, that the sum of the aggregate principal amount of
--------  -------
outstanding Loans shall not exceed EIGHTY FIVE MILLION AND NO/100 DOLLARS
($85,000,000.00) (as such aggregate maximum amount may be increased as provided
in Section 2.2, the "Committed Amount"); provided, further, (i) with regard to
----------------    --------  -------
each Lender individually, such Lender's outstanding Loans shall not exceed such
Lender's Commitment Percentage of the Committed Amount, and (ii) with regard to
the Lenders collectively, the aggregate principal amount of outstanding Loans
shall not exceed the Committed Amount.

Section 2.2 Increased Loan Amount. Borrower and Administrative Agent
---------------------
acknowledge and agree that at any time prior to October 31, 2001 and provided no
Default or Event of Default has occurred hereunder, Borrower may request in
writing to Administrative Agent that Lenders increase the Committed Amount to
One Hundred Ten Million and No/100 Dollars ($110,000,000.00) (the "Increased
---------
Committed Amount"), and Administrative Agent shall provide a copy of such notice
----------------
to Lenders. Each Lender shall provide Administrative Agent and Borrower, not
more than fifteen (15) days following Borrower's written request, with written
notice regarding whether it agrees to increase its Commitment. Each decision by
a Lender shall be in its sole discretion and failure by a Lender to give timely
written notice hereunder shall be deemed a decision by such Lender not to
increase its Commitment. If each of the Lenders timely agrees in writing to
increase its Commitment, then the Committed Amount shall be increased to the
Increased Committed Amount by pro rata increases in each Lender's Commitment
based on each such Lender's Commitment Percentage. If one or more of the Lenders
does not agree to increase its Commitment, then each participating Lender's
Commitment shall be increased based upon such Lender's Commitment Percentage,
and Administrative Agent shall have the right to offer to the other Lenders or
to any other Person (excluding Borrower and Affiliates of Borrower) the
difference between the Increased Committed Amount and the amount committed by
participating Lenders. If Administrative Agent rejects the requested increase,
the participating Lenders shall have the right to increase the Commitment in the
manner specified above provided in no event shall any Lender's Commitment exceed
Administrative Agent's Commitment. Any increase pursuant to this Section 2.2
shall be effected by a duly executed written amendment to this Agreement upon
Borrower payment of a fee equal to 0.25% of the difference between the Committed
Amount and the Increased Committed Amount to Administrative Agent for the pro
rata benefit of the Lenders and any other participating Person.

Section 2.3 Purpose of Loan. The proceeds of the Loan shall be used
---------------
solely by the Borrower (a) to repay amounts owing under the Existing Bank of
America Loan, (b) to finance the acquisition of for-lease office properties
approved by the Lenders, (c) to finance the development of new office properties
approved by the Lenders (aggregate advances for such purpose not to exceed
twenty-five percent [25%] of the Committed Amount), (d) for the purpose set
forth in Section 2.4, and (e) for working capital and other general corporate
purposes; each as further limited in this Agreement.

PAGE 16

Section 2.4  Blocked Loan Funds.
------------------

(a)    Terms of "1031 Exchange" Program and Bridge Loans.
-------------------------------------------------
Borrower and Lenders acknowledge and agree that Wells Development Corporation,
an affiliate of Borrower, either in its own capacity or in a wholly owned
subsidiary] (in either case hereafter "Wells Exchange"), is seeking assets to
--------------
acquire and place in a "1031 Exchange" program (each an "Exchange Asset"), with
--------------
the intent of selling co-tenancy interests therein. Administrative Agent may
elect to make short term unsecured bridge loans to Wells Exchange (each a
"Bridge Loan") for the purpose of acquiring Exchange Assets, each in an amount
-----------
equal to fifty percent (50%) of the acquisition cost of an Exchange Asset plus
closing costs associated therewith approved by Administrative Agent in its sole
discretion. As a condition (among others) to Administrative Agent's agreement to
make each Bridge Loan, Borrower must agree to purchase, upon the maturity
(whether as stated in the promissory note evidencing the Bridge Loan or by
acceleration) of the Bridge Loan (which maturity date is referred to herein as
the "Trigger Date"), any co-tenancy interests that remain unsold as of the
------------
Trigger Date. In order to assure Administrative Agent that Borrower will
purchase any co-tenancy interests that remain unsold as of the Trigger Date,
Borrower has executed and delivered to a mutually acceptable escrow agent (the
"Escrow Agent") a Request for Advance, addressed to Administrative Agent, with
------------
the date and amount of the requested Loan left blank. Lenders acknowledge and
agree that such Request for Advance obligates Administrative Agent to disburse
funds in an amount up to the Blocked Amount (hereinafter defined), without
further approval of Lenders and even though all conditions to a Loan advance may
not otherwise have been satisfied. In accordance with the terms of a Take Out
Purchase and Escrow Agreement to be entered into among Borrower, Wells Exchange
and Escrow Agent, and satisfactory in all respects to Lenders (the "Escrow
------
Agreement"), Administrative Agent will give written notice to Escrow Agent and
---------
Borrower (a copy of which notice shall be sent to Wells Exchange) that the
Trigger Date for a Bridge Loan has occurred and that such Bridge Loan has not
been fully repaid (which notice shall set forth the amount of the outstanding
principal balance of such Bridge Loan), and Escrow Agent will give written
notice to Borrower within two (2) business days after said notice from
Administrative Agent as to the amount of the remaining unsold co-tenancy
interests and the aggregate purchase price with respect thereto. In the event
that Borrower fails or refuses, for any reason, to remit to Escrow Agent, within
five (5) business days after Escrow Agent's notice to Borrower, the amount of
the aggregate purchase price for the unsold co-tenancy interests, Escrow Agent
shall complete the Request for Advance promptly and in any event within seven
(7) business days after Escrow Agent's notice to Borrower, by inserting the date
of the Request for Advance and an amount equal to the aggregate purchase price
of said unsold co-tenancy interests and shall cause the completed Request for
Advance to be delivered to Administrative Agent at the address set forth herein,
by facsimile and by express overnight courier, in accordance with the terms of
the Escrow Agreement. Upon Administrative Agent's receipt of the completed
Request for Advance, Lenders shall make Loans pro rata in accordance with their
respective Commitment Percentages (without consideration as to whether all
conditions to such Loans have been satisfied) in the requested amount by (i)
disbursing to Administrative Agent an amount calculated in accordance with the
Escrow Agreement to repay the outstanding principal balance of the Bridge Loan,
and (ii) disbursing to Escrow Agent the balance, if any, of the requested Loan.
Lenders shall have the right to purchase Participation Interests in each Bridge
Loan in accordance with their respective

PAGE 17

ratable shares as provided for in this Agreement. Each Lender so participating
shall execute a Participation Agreement in the form attached hereto as Exhibit
-------
2.4.
---

(b) Agreements Regarding Blocked Funds. Lenders further
----------------------------------
acknowledge and agree that to ensure sufficient funds are available from the
Committed Amount for the Loans described above, an amount equal to the aggregate
outstanding principal balances of the Bridge Loans, but not exceeding
Thirty-Five Million and No/100 Dollars ($35,000,000.00) (the "Blocked Amount")
--------------
of the Committed Amount, at all times prior to the repayment of the Bridge Loans
in full shall be "blocked" and unavailable for use by Borrower for any purpose
other than the use described above. The Blocked Amount shall be automatically
reduced from time to time, pro tanto, by the amounts of each payment received by
--- -----
Administrative Agent from the Escrow Agent and applied by Administrative Agent
in reduction of the outstanding principal balance of each Bridge Loan.
Notwithstanding the foregoing, in no event shall any portion of the Committed
Amount be "blocked" for a Bridge Loan the Trigger Date for which may extend
beyond the Maturity Date. The amount so blocked under this Section 2.4 will be
treated as available and undrawn for calculation of the Unused Fee.

(c) Repayment of Bridge Loan on Trigger Date. In the event that
----------------------------------------
Administrative Agent gives written notice to Escrow Agent and Borrower (a copy
of which notice shall be sent to Wells Exchange) in accordance with the Escrow
Agreement that the Trigger Date for a Bridge Loan has occurred and that such
Bridge Loan has not been fully repaid (which notice shall set forth the amount
of the outstanding principal balance of such Bridge Loan) and such Bridge Loan
has not been fully repaid within nine (9) business days after Administrative
Agent's notice to Escrow Agent, Borrower hereby authorizes and directs
Administrative Agent and Lenders to make Loans pro rata in accordance with their
respective Commitment Percentages from the Committed Amount (without
consideration as to whether all conditions to such Loans have been satisfied) in
an amount equal to the lesser of (i) the aggregate purchase price for the unsold
co-tenancy interests, calculated in the manner set forth in the Exchange
Agreement or (ii) the outstanding principal balance of such Bridge Loan, to be
applied by Administrative Agent in repayment of the outstanding principal
balance of such Bridge Loan. Promptly after taking the actions specified in the
preceding sentence of this Section 2.4(c), Administrative Agent will complete
the original co-tenancy deed in favor of Borrower delivered by Borrower to
Administrative Agent by inserting the date of the co-tenancy deed (which date
shall be the same as the date of the Loans), and the applicable percentage of
co-tenancy interests to be conveyed to Borrower (calculated in the manner set
forth in the Exchange Agreement) and deliver such deed to Borrower.

(d) Repayment of Bridge Loans upon Event of Default. Upon the
-----------------------------------------------
occurrence of an Event of Default under this Agreement, Lenders will make Loans
pro rata in accordance with their respective Commitment Percentages from the
Committed Amount (without consideration as to whether all conditions to such
Loans have been satisfied) in an amount equal to the lesser of (i) the aggregate
purchase price for the unsold co-tenancy interests for all Exchange Assets, each
calculated in the manner set forth in the applicable Exchange Agreement or (ii)
the aggregate outstanding principal balance of the Bridge Loans, to be applied
by Lenders

PAGE 18

in repayment of the aggregate outstanding principal balance of the Bridge Loans,
and complete and deliver deeds in the manner described in Subsection 2.4(c)
above.

Section 2.5  Fees.
----

(a) Commitment Fee. In consideration for each Lenders'
--------------
commitment to make Loans as provided in this Agreement and to make funds
available for such Loans, each Lender has earned, and Borrower agrees to pay to
each Lender a non-refundable fee in an amount equal to twenty-five one
hundredths of one percent of such Lender's Commitment, which shall be due and
payable on the date hereof, fully earned when due and non-refundable when paid.

(b) Unused Fee. In consideration of the Committed Amount being
----------
made available by the Lenders hereunder, Borrower agrees to pay to
Administrative Agent for the pro rata benefit of Lenders (based on each Lender's
Commitment Percentage of the Committed Amount) a fee (the "Unused Fee") on the
----------
last business day of each calendar quarter of Borrower following the Closing
Date (and on the Maturity Date) for the immediately preceding quarter (or
portion thereof), beginning with the first of such dates to occur after the
Closing Date. The Unused Fee shall be equal to (i) the Committed Amount as of
the first day of such calendar quarter multiplied by (ii) the applicable
----------
percentage set forth below as of the last day of the calendar quarter for which
such fee is being calculated:

If the Unused Amount is:          Applicable Percentage:
------------------------          ----------------------

Greater than or equal to 50%      0.20% (twenty basis points)
Less than 50%                     0.15% (fifteen basis points)

The term Unused Amount means the difference, if any, between the Committed
Amount and the outstanding principal balance of the Loans as of any given day.
The Unused Fee shall commence to accrue on the Closing Date and shall be due and
payable in arrears. Notwithstanding the foregoing, all accrued Unused Fees shall
be due and payable on the effective date of any termination of the obligations
of Lenders to make Loans hereunder. Borrower and Lenders acknowledge and agree
that the Unused Fee is a bona fide commitment fee and is intended as reasonable
compensation to Lenders for committing to make funds available to Borrower as
described herein and for no other purpose.

Section 2.6 Borrowings. Loans may consist of Base Rate Loans, Fixed
----------
LIBOR Rate Loans, or Variable LIBOR Rate Loans or a combination thereof, as
Borrower may request, and may be repaid and reborrowed in accordance with the
provisions hereof; provided, however, that no more than four (4) Fixed LIBOR
--------  -------
Rate Loans shall be outstanding hereunder at any time. For purposes hereof,
Fixed LIBOR Rate Loans with different Interest Periods shall be considered as
separate Fixed LIBOR Rate Loans, even if they begin on the same date, although
borrowings, extensions and conversions may, in accordance with the provisions
hereof, be combined at the end of existing Interest Periods to constitute a new
Fixed LIBOR Rate Loan with a single Interest Period. Loans hereunder may be
repaid and reborrowed in accordance with the provisions hereof.

PAGE 19

(a) Request for Advance. Borrower shall request a Loan borrowing
-------------------
by delivery of a Request for Advance, together with the officer's certificate
required by Section 7.3, to Administrative Agent not later than 8:30 A.M.
(Atlanta, Georgia time) on the second (2nd) Business Day prior to the date of
the requested borrowing in the case of Base Rate Loans or Variable LIBOR Rate
Loans, and on the third (3rd) Business Day prior to the date of the requested
borrowing in the case of Fixed LIBOR Rate Loans. Each such request for borrowing
shall be irrevocable and shall specify (i) that a Loan is requested, (ii) the
date of the requested borrowing (which shall be a Business Day), (iii) the
aggregate principal amount to be borrowed, (iv) whether the borrowing shall be
comprised of Base Rate Loans, Fixed LIBOR Rate Loans, Variable LIBOR Rate Loans,
or a combination thereof, and if Fixed LIBOR Rate Loans are requested, the
Interest Period(s) therefor, and (v) the purpose for which the requested Loans
will be used by the Borrower. If Borrower shall fail to specify in any such
Request for Advance the type of Loan requested, then such notice shall be deemed
to be a request for a Base Rate Loan hereunder. Administrative Agent shall give
notice to each Lender promptly upon receipt of each Agreement pursuant to this
Section 2.6, the contents thereof and each such Lender's share of any borrowing
to be made pursuant thereto.

(b) Minimum Amounts. Each Loan shall be in a minimum aggregate
---------------
principal amount of $1,000,000 (or the remaining amount of the Committed Amount,
if less).

(c) Loans. Each Lender will make its Commitment Percentage of each
-----
Loan borrowing available to Administrative Agent for the account of Borrower as
specified in Section 2.22, or in such other manner as the Administrative Agent
may specify in writing, by 1:00 P.M. (Atlanta, Georgia time) on the date
specified in the applicable Agreement in Dollars and in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to Borrower by Administrative Agent by crediting the account of
Borrower on the books of such office with the aggregate of the amounts made
available to Administrative Agent by the Lenders and in like funds as received
by Administrative Agent.

Section 2.7 Repayment. The principal amount of all Loans shall be due
---------
and payable in full on the Maturity Date, unless accelerated sooner pursuant to
Section 9.2.

Section 2.8 Interest.
--------

(a) Base Rate Loans. Base Rate Loans shall bear interest at a per
---------------
annum rate equal to the Prime Rate;

(b) Fixed LIBOR Rate Loans. During such periods as Loans shall be
----------------------
comprised in whole or in part of Fixed LIBOR Rate Loans, such Fixed LIBOR Rate
Loans shall bear interest at a per annum rate equal to the Adjusted LIBOR Rate
plus the LIBOR Margin; and

(c) Variable LIBOR Rate Loans. During such periods as Loans shall
-------------------------
be comprised in whole or in part of Variable LIBOR Rate Loans, such Variable
LIBOR Rate Loans shall bear interest at a per annum rate equal to the Daily
LIBOR Rate plus the LIBOR Margin.

PAGE 20

Interest on Loans shall be payable in arrears on each applicable Interest
Payment Date (or at such other times as may be specified herein). All interest
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last day).
Administrative Agent shall determine each interest rate applicable to the
Committed Amount in accordance with this Agreement, and Administrative Agent's
determination thereof shall be conclusive in the absence of manifest error.

Section 2.9 Notes. The Loans made by each Lender shall be evidenced by
-----
a duly executed revolving credit note of Borrower to such Lender in
substantially the form of Exhibit 2.9.
-----------

Section 2.10 Default Rate; Late Charge. Upon the occurrence, and during
-------------------------
the continuance, of an Event of Default, the principal of and, to the extent
permitted by law, interest on the Loans and any other amounts owing hereunder or
under the other Credit Documents shall bear interest, payable on demand, at a
per annum rate equal to the lesser of (i) 4% greater than the rate which would
otherwise be applicable (or if no rate is applicable, whether in respect of
interest, fees or other amounts, then the Base Rate plus 4%), or (ii) the
----
maximum rate permitted by Applicable Law. If any principal or interest is not
paid when due, Borrower shall pay, on demand, a late charge of four cents ($.04)
for each dollar of each installment which becomes past due for a period
exceeding ten (10) days to help defray the added expense incurred in handling
said delinquent installment, provided that in no event shall interest be due or
payable in excess of the maximum rate permitted by Applicable Law.

Section 2.11 Election, Conversion and Continuation.
-------------------------------------

(a)   Subject to the conditions and limitations herein, Borrower
may, by written notice to Lender in the form specified by Administrative Agent
(a "Rate Election Notice"):
--------------------

(i)   Elect, for a new Loan, that such Principal Debt will
be Base Rate Principal, Fixed LIBOR Rate Principal, Variable LIBOR Rate
Principal or a combination thereof;

(ii)  Elect to convert, on a Business Day, all or part of
Base Rate Principal into Fixed LIBOR Rate Principal or Variable LIBOR Rate
Principal;

(iii) Elect to convert, on a Business Day, all or part of
Variable LIBOR Rate Principal into Base Rate Principal or Fixed LIBOR Rate
Principal;

(iv)  Elect to convert, on the last day of the Interest
Period applicable thereof, all or part of any Fixed LIBOR Rate Principal into
Base Rate Principal or Variable LIBOR Rate Principal; or

(v)   Elect to continue, commencing on the last day of the
Interest Period applicable thereto, any Fixed LIBOR Rate Principal.

PAGE 21

If, for any reason, an effective election is not made in accordance with the
terms and conditions hereof for any principal advance or for any Fixed LIBOR
Rate Principal for which the corresponding Interest Period is expiring, or to
convert Base Rate Principal or Variable LIBOR Rate Principal to Fixed LIBOR Rate
Principal, then the sums in question will be Base Rate Principal until an
effective election is thereafter made for such sums.

(b)  Each Rate Election Notice must be received by Lender not later
than 10:00 a.m. on the applicable date as follows:

(i)  With respect to an advance of or conversion to Base Rate
Principal or Variable LIBOR Rate Principal, two (2) Business Days prior to the
proposed date of advance or conversion; and

(ii) With respect to an advance of, conversion to or continuation
of Fixed LIBOR Rate Principal, three (3) Business Days prior to the proposed
date of advance, conversion or continuation.

(c)  Loans continued as, or converted into, Fixed LIBOR Rate Loans
shall be subject to the terms of the definition of "Interest Period" set forth
---------------
in Section 1.1 and the limitations with respect thereto provided in Section
2.1(b)(ii). Each such continuation or conversion shall be effected by Borrower
by delivery of a Rate Election Notice, together with the officer's certificate
required by Section 3.1(f), to the office of Administrative Agent specified in
specified in Schedule 2.1, or at such other office as Administrative Agent may
------------
designate in writing, specifying the date of the proposed continuation or
conversion, the Loans to be so continued or converted, and the types of Loans
into which such Loans are to be converted. Each request for continuation or
conversion shall be irrevocable and shall constitute a representation and
warranty by Borrower of the matters specified in subsections (b), (c), (d), (e)
and (g) of Section 3.1. Administrative Agent shall give each Lender notice as
promptly as practicable of any such proposed extension or conversion affecting
any Loan.

Section 2.12 Prepayments.
-----------

(a)  Voluntary Prepayments. Borrower shall have the right to prepay
---------------------
Loans in whole or in part from time to time; provided, however, that each
--------  -------
partial prepayment of Loans shall be in a minimum principal amount of
$1,000,000. Subject to the foregoing terms, amounts prepaid under this Section
2.12(a) shall be applied as Borrower may elect; provided that if Borrower fails
--------
to specify a voluntary prepayment then such prepayment shall be applied first to
Base Rate Loans, then to Variable LIBOR Rate Loans and then to Fixed LIBOR Rate
Loans in direct order of Interest Period maturities starting with the earliest
maturity date. All prepayments under this Section 2.12(a) shall be subject to
Section 2.19, but otherwise without premium or penalty.

(b) Mandatory Prepayments. All amounts required to be repaid pursuant
---------------------
to Section 2.24, Section 6.1 or any other term or condition of this Agreement
shall be applied in the manner set forth in Section 2.12(a).

PAGE 22

Section 2.13 Capital Adequacy. If any Lender has determined, after the date
----------------
hereof, that the adoption or the becoming effective of, or any change in, or any
change by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof in the interpretation or
administration of, any applicable law, rule or regulation regarding capital
adequacy, or compliance by such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender's capital or assets as a consequence of its
commitments or obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, effectiveness, change or compliance
(taking into consideration such Lender's policies with respect to capital
adequacy), then, upon notice from such Lender to Borrower and delivery by such
Lender of a statement setting forth the reduction in the rate of return
experienced by such Lender and the amount necessary to compensate the Lender
under this Section 2.13, Borrower shall be obligated to pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction.
Each determination by any such Lender of amounts owing under this Section shall,
absent manifest error, be conclusive and binding on the parties hereto.

Section 2.14 Limitation on LIBOR Rate Loans. If, at any time, for any
------------------------------
Variable LIBOR Rate Loans, or on or prior to the first day of any Interest
Period, for any Fixed LIBOR Rate Loan:

(a) Administrative Agent determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the LIBOR Rate; or

(b) the Required Lenders determine (which determination shall be
conclusive) and notify Administrative Agent that the LIBOR Rate will not
adequately and fairly reflect the cost to the Lenders of funding LIBOR Rate
Loans;

then Administrative Agent shall give Borrower prompt notice thereof, and so long
as such condition remains in effect, Lenders shall be under no obligation to
make additional LIBOR Rate Loans, continue LIBOR Rate Loans, or to convert Base
Rate Loans into LIBOR Rate Loans, and the affected Loans shall be converted into
Base Rate Loans in accordance with the terms of this Agreement.

Section 2.15 Illegality. Notwithstanding any other provision of this
----------
Agreement, in the event that it becomes unlawful for any Lender to make,
maintain, or fund LIBOR Rate Loans hereunder, then such Lender shall promptly
notify Borrower thereof and such Lender's obligation to make or continue LIBOR
Rate Loans and to convert Base Rate Loans into LIBOR Rate Loans shall be
suspended until such time as such Lender may again make, maintain, and fund
LIBOR Rate Loans (in which case the provisions of Section 2.17 shall be
applicable).

Section 2.16 Requirements of Law.
-------------------

PAGE 23

(a)  If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender with any
request or directive (whether or not having the force of law) of any such
Governmental Authority, central bank, or comparable agency:

(i)   shall subject such Lender to any tax, duty, or other charge
with respect to any LIBOR Rate Loans, its Notes, or its obligation to make LIBOR
Rate Loans, or change the basis of taxation of any amounts payable to such
Lender under this Agreement or its Notes in respect of any LIBOR Rate Loans
(other than taxes imposed on the overall net income of such Lender by the
jurisdiction in which such Lender has its principal office);

(ii)  shall impose, modify, or deem applicable any reserve,
special deposit, assessment, or similar requirement (other than the LIBOR
reserve requirement utilized in the determination of the Adjusted LIBOR Rate)
relating to any extensions of credit or other assets of, or any deposits with or
other liabilities or commitments of, such Lender, including the Commitment of
such Lender hereunder; or

(iii) shall impose on such Lender or on the United States market
for certificates of deposit or the London interbank market any other condition
affecting this Agreement or its Notes or any of such extensions of credit or
liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender of
making, converting into, continuing, or maintaining any LIBOR Rate Loans or to
reduce any sum received or receivable by such Lender under this Agreement or its
Notes with respect to any LIBOR Rate Loans, then Borrower shall pay to such
Lender on demand such amount or amounts as will compensate such Lender for such
increased cost or reduction. If any Lender requests compensation by Borrower
under this Section 2.16(a), Borrower may, by notice to such Lender (with a copy
to Administrative Agent), suspend the obligation of such Lender to make or
continue LIBOR Rate Loans, or to convert Base Rate Loans into LIBOR Rate Loans,
until the event or condition giving rise to such request ceases to be in effect
(in which case the provisions of Section 2.17 shall be applicable); provided
--------
that such suspension shall not affect the right of such Lender to receive the
compensation so requested with respect to any LIBOR Rate Loan as to its then
current Interest Period.

(b)  Each Lender shall promptly notify Borrower and Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this Section 2.16.
Any Lender claiming compensation under this Section 2.16 shall furnish to
Borrower and Administrative Agent a statement setting forth the additional
amount or amounts to be paid to it hereunder which shall, absent manifest error,
be conclusive and binding on the parties hereto. In determining such amount,
such Lender may use any reasonable averaging and attribution methods.

Section 2.17 Treatment of Affected Loans. If the obligation of any Lender
---------------------------
to make any LIBOR Loan or to continue, or to convert Base Rate Loans into, LIBOR
Loans shall be suspended

PAGE 24

pursuant to Section 2.15 or 2.16 hereof, such Lender's LIBOR Rate Loans shall be
automatically converted into Base Rate Loans, on the last day(s) of the then
current Interest Period(s) for Fixed LIBOR Rate Loans (or, in the case of a
conversion required by Section 2.15 hereof, on such earlier date as such Lender
may specify to Borrower with a copy to Administrative Agent), and on the next
Business Day for Variable LIBOR Rate Loans and, unless and until such Lender
gives notice as provided below that the circumstances specified in Section 2.15
or 2.16 hereof that gave rise to such conversion no longer exist:

(a) to the extent that such Lender's LIBOR Rate Loans have been so
converted, all payments and prepayments of principal that would otherwise be
applied to such Lender's LIBOR Rate Loans shall be applied instead to its Base
Rate Loans; and

(b) all Loans that would otherwise be made or continued by such Lender
as LIBOR Rate Loans shall be made or continued instead as Base Rate Loans, and
all Base Rate Loans of such Lender that would otherwise be converted into LIBOR
Rate Loans shall remain as Base Rate Loans.

Such Lender shall give notice to Borrower (with a copy to Administrative Agent)
at such time as the circumstances specified in Section 2.15 or 2.16 hereof that
gave rise to the conversion of such Lender's LIBOR Rate Loans pursuant to this
Section 2.17 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist).

Section 2.18 Taxes on Notes and Credit Documents.
-----------------------------------

(a) Any and all payments by Borrower to or for the account of any
Lender or the Administrative Agent hereunder or under any other Credit Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of each Lender and
---------
Administrative Agent, taxes imposed on its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Lender or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to
as "Taxes"). If Borrower shall be required by law to deduct any Taxes from or in
-----
respect of any sum payable under this Agreement or any other Credit Document to
any Lender or Administrative Agent, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.18) such Lender or
Administrative Agent receives an amount equal to the sum it would have received
had no such deductions been made, (ii) Borrower shall make such deductions,
(iii) Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law, and (iv)
Borrower shall furnish to Administrative Agent, at its address referred to in
Section 11.1, the original or a certified copy of a receipt evidencing payment
thereof.

(b) In addition, Borrower agrees to pay any and all present or future
stamp or documentary taxes and any other excise or property taxes or charges or
similar levies which arise from any payment made under this Agreement or any
other Credit Document or from the execution

PAGE 25

or delivery of, or otherwise with respect to, this Agreement or any other Credit
Document (hereinafter referred to as "Other Taxes").
-----------

(c) Borrower agrees to indemnify each Lender and Administrative Agent
for the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 2.18) paid by such Lender or Administrative Agent (as the
case may be) and any liability (including penalties, interest, and expenses)
arising therefrom or with respect thereto.

(d) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by Borrower or
Administrative Agent (but only so long as such Lender remains lawfully able to
do so), shall provide Borrower and Administrative Agent with (i) Internal
Revenue Service Form W-8ECI or W-8BEN, as appropriate, or any successor form
prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is effectively
connected with the conduct of a trade or business in the United States, (ii)
Internal Revenue Service Form W-8 or W-9, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and (iii) any other form or
certificate required by any taxing authority (including any certificate required
by Sections 871(h) and 881(c) of the Internal Revenue Code), certifying that
such Lender is entitled to an exemption from or a reduced rate of tax on
payments pursuant to this Agreement or any of the other Credit Documents.

(e) For any period with respect to which a Lender has failed to
provide Borrower and Administrative Agent with the appropriate form pursuant to
Section 2.18(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 2.18(a) or 2.18(b) with respect to Taxes imposed by the United
States; provided, however, that should a Lender, which is otherwise exempt from
--------  -------
or subject to a reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required hereunder, Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.

(f) Within thirty (30) days after the date of any payment of Taxes,
Borrower shall furnish to the Administrative Agent the original or a certified
copy of a receipt evidencing such payment.

(g) Without prejudice to the survival of any other agreement of
Borrower hereunder, the agreements and obligations of Borrower contained in this
Section 2.18 shall survive the repayment of the Loans and other obligations
under the Credit Documents and the termination of the Commitments hereunder.

PAGE 26

Section 2.19 Compensation. Upon the request of Administrative Agent,
------------
Borrower shall pay to Administrative Agent, for the pro rata benefit of Lenders,
such amount or amounts as shall be sufficient (in the reasonable opinion of
Administrative Agent) to compensate Lenders for any loss, cost, or expense
(including loss of anticipated profits) incurred by Lenders as a result of:

(a)  any payment, prepayment, or conversion of a Fixed LIBOR Rate
Loan for any reason (including, without limitation, the acceleration of the
Loans pursuant to Section 9.2) on a date other than the last day of the Interest
Period for such Loan; or

(b)  any failure by Borrower for any reason (including, without
limitation, the failure of any condition precedent specified in Article 3 to be
satisfied) to borrow, convert, continue, or prepay a LIBOR Rate Loan on the date
for such borrowing, conversion, continuation, or prepayment specified in the
relevant notice of borrowing, prepayment, continuation, or conversion under this
Agreement.

With respect to LIBOR Rate Loans, such indemnification may include an amount
equal to the excess, if any, of (a) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of the applicable Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such LIBOR Rate Loans provided for herein over (b) the
amount of interest (as reasonably determined by Administrative Agent) which
would have accrued to Administrative Agent on such amount by placing such amount
on deposit for a comparable period with leading banks in the interbank LIBOR
market. The covenants of Borrower set forth in this Section 2.19 shall survive
the repayment of the Loans and other obligations under the Credit Documents and
the termination of the Commitments hereunder.

Section 2.20 Pro Rata Treatment. Except to the extent otherwise provided
------------------
herein:

(a)  Loans. Each Loan, each payment or (subject to the terms of
-----
Section 2.12) prepayment of principal of any Loan, each payment of interest on
the Loans, each payment of Fees and each conversion or extension of any Loan,
shall be allocated pro rata among the Lenders in accordance with the respective
principal amounts of their outstanding Loans and Participation Interests.

(b)  Advances. No Lender shall be responsible for the failure or
--------
delay by any other Lender in its obligation to make its ratable share of a
borrowing hereunder; provided, however, that the failure of any Lender to
--------  -------
fulfill its obligations hereunder shall not relieve any other
Lender of its obligations hereunder. Unless Administrative Agent shall have been
notified by any Lender prior to the date of any requested borrowing that such
Lender does not intend to make available to Administrative Agent its ratable
share of such borrowing to be made on such date, Administrative Agent may assume
that such Lender has made such amount available to Administrative Agent on the
date of such borrowing, and Administrative Agent in reliance upon such
assumption, may (in its sole discretion but without any obligation to do so)
make available to

PAGE 27

Borrower a corresponding amount. If such corresponding amount is not in fact
made available to Administrative Agent, Administrative Agent shall be able to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon Administrative Agent's demand therefor,
Administrative Agent will promptly notify Borrower, and Borrower shall
immediately pay such corresponding amount to Administrative Agent.
Administrative Agent shall also be entitled to recover from Lender or Borrower,
as the case may be, interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by Administrative
Agent to Borrower to the date such corresponding amount is recovered by
Administrative Agent at a per annum rate equal to (i) from Borrower at the
applicable rate for the applicable borrowing pursuant to the Request for Advance
and (ii) from a Lender at the Federal Funds Rate.

Section 2.21 Sharing of Payments. Lenders agree among themselves that, in
-------------------
the event that any Lender shall obtain payment in respect of any Loan or any
other obligation owing to such Lender under this Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Agreement, such Lender shall promptly purchase
from the other Lenders a Participation Interest in such Loans and other
obligations in such amounts, and make such other adjustments from time to time,
as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this
Agreement. Lenders further agree among themselves that if payment to a Lender
obtained by such Lender through the exercise of a right of setoff, banker's
lien, counterclaim or other event as aforesaid shall be rescinded or must
otherwise be restored, each Lender which shall have shared the benefit of such
payment shall, by repurchase of a Participation Interest theretofore sold,
return its share of that benefit (together with its share of any accrued
interest payable with respect thereto) to each Lender whose payment shall have
been rescinded or otherwise restored. Borrower agrees that any Lender so
purchasing such a Participation Interest may, to the fullest extent permitted by
law, exercise all rights of payment, including setoff, banker's lien or
counterclaim, with respect to such Participation Interest as fully as if such
Lender were a holder of such Loan or other obligation in the amount of such
Participation Interest. Except as otherwise expressly provided in this
Agreement, if any Lender or Administrative Agent shall fail to remit to
Administrative Agent or any other Lender an amount payable by such Lender or
Administrative Agent to Administrative Agent or such other Lender pursuant to
this Agreement on the date when such amount is due, such payments shall be made
together with interest thereon for each date from the date such amount is due
until the date such amount is paid to Administrative Agent or such other Lender
at a rate per annum equal to the Federal Funds Rate. If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim
in lieu of a setoff to which this Section 2.21 applies, such Lender shall, to
the extent practicable, exercise its rights in respect of such secured claim in
a manner consistent with the rights of the Lenders under this Section 2.21 to
share in the benefits of any recovery on such secured claim.

Section 2.22 Payments, Computations, Etc.
----------------------------

PAGE 28

(a)  Except as otherwise specifically provided herein, all payments
hereunder shall be made to Administrative Agent in U.S. Dollars in immediately
available funds, without setoff, deduction, counterclaim or withholding of any
kind, at Administrative Agent's office specified in Schedule 2.1 not later than
------------
12:00 Noon (Atlanta, Georgia time) on the date when due. Payments received after
such time shall be deemed to have been received on the next succeeding Business
Day. Administrative Agent may (but shall not be obligated to) debit the amount
of any such payment which is not made by such time to any ordinary deposit
account of Borrower maintained with Administrative Agent (with notice to
Borrower). Borrower shall, at the time it makes any payment under this
Agreement, specify to Administrative Agent the Loans, Fees, interest or other
amounts payable by Borrower hereunder to which such payment is to be applied
(and in the event that it fails so to specify, or if such application would be
inconsistent with the terms hereof, Administrative Agent shall distribute such
payment to the Lenders in such manner as Administrative Agent may determine to
be appropriate in respect of obligations owing by Borrower hereunder, subject to
the terms of Section 2.20[a]). Administrative Agent will distribute such
payments to such Lenders, if any such payment is received prior to 12:00 Noon
(Atlanta, Georgia time) on a Business Day in like funds as received prior to the
end of such Business Day and otherwise Administrative Agent will distribute such
payment to such Lenders on the next succeeding Business Day. Whenever any
payment hereunder shall be stated to be due on a day which is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day
(subject to accrual of interest and for the period of such extension), except
that in the case of LIBOR Rate Loans, if the extension would cause the payment
to be made in the next following calendar month, then such payment shall instead
be made on the next preceding Business Day. Except as expressly provided
otherwise herein, all computations of interest and fees shall be made on the
basis of actual number of days elapsed over a year of 360 days. Interest shall
accrue from and include the date of borrowing, but exclude the date of payment.
If Administrative Agent fails to distribute such payment to such Lenders on the
day required by the foregoing sentence, Administrative Agent shall pay to such
Lenders interest on the undistributed amount from and including the day such
amount was required to be distributed to but excluding the date such amount is
distributed at a per annum rate equal to the Federal Funds Rate.

(b)  Allocation of Payments After Event of Default. Notwithstanding
---------------------------------------------
any other provisions of this Agreement to the contrary, after the occurrence and
during the continuance of an Event of Default, all amounts collected or received
by Administrative Agent or any Lender on account of the Obligations or any other
amounts outstanding under any of the Credit Documents shall be paid over or
delivered as follows:

FIRST, to the payment of all reasonable out-of-pocket costs and
expenses (including without limitation reasonable attorneys' fees actually
incurred) of Administrative Agent in connection with enforcing the rights of the
Lenders under the Credit Documents;

SECOND, to payment of any fees owed to Administrative Agent;

THIRD, to the payment of all reasonable out-of-pocket costs and
expenses (including without limitation, reasonable attorneys' fees actually
incurred) of each of the Lenders in

PAGE 29

connection with enforcing its rights under the Credit Documents or otherwise
with respect to the Obligations owing to such Lender;

FOURTH, to the payment of all of the Obligations consisting of
accrued fees and interest;

FIFTH, to the payment of the outstanding principal amount of the
Obligations;

SIXTH, to all other Obligations and other obligations which shall
have become due and payable under the Credit Documents or otherwise and not
repaid pursuant to clauses "FIRST" through "FIFTH" above; and

SEVENTH, to the payment of the surplus, if any, to whoever may be
lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding Loans
held by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and
"SIXTH" above.

Section 2.23  Evidence of Debt. Each Lender shall maintain an account or
----------------
accounts evidencing each Loan made by such Lender to Borrower from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement. Each Lender will make reasonable efforts
to maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

Section 2.24  Collateral Pool.
---------------

(a)  The Collateral shall consist primarily of cross-collateralized
and cross-defaulted first priority Mortgages. Each Property in the Collateral
Pool must be domestic, that is, located in the lower forty-eight (48)
continental United States of America, must be encumbered with only such title
exceptions as have been approved by Administrative Agent, must be wholly owned
directly by Borrower, must be open for business and fully operational, must be
fully leased to a single tenant under a lease for a term of not less than three
(3) years from the Maturity Date and otherwise satisfactory to Lenders in all
respects, the tenant under each such lease (or, subject to Lenders' sole
discretion, a guarantor thereof, must have with a minimum net worth (as defined
under GAAP) of $100,000,000), and such Property must otherwise be satisfactory
in all respects to Lenders.

(b)  In the event at any time the Required Lenders (which must include
Administrative Agent) determine, in their sole discretion, that a Property (each
an "Excluded Property") should be removed from the Collateral Pool, whether (i)
-----------------
due to environmental concerns which have changed or become known since the date
of inclusion in the Collateral Pool, (ii) because a lease

PAGE 30

on such Collateral expires in less than three (3) years, (iii) due to the
occurrence of a casualty on such Collateral as to which Borrower has not
satisfied the restoration requirements of Section 5.6(b) of this Agreement),
(iv) due to the requirement by any governmental authority of, or commencement of
any proceeding for, the demolition of any building or structure comprising a
part of such Collateral, or the commencement of any proceeding to condemn or
otherwise take pursuant to the power of eminent domain, or the execution of a
contract for sale or a conveyance in lieu of such a taking which provides for
the transfer of, a material portion of such Collateral, including but not
limited to the taking (or transfer in lieu thereof) of any portion of such
Collateral which would result in the blockage or substantial impairment of
access or utility service to the improvements thereon or which would cause such
Collateral to fail to comply with any Applicable Law, or (v) otherwise due to
any failure to comply with the terms of this Agreement, or (vi) because any item
required by the provisions of this Section 2.24, as to such Collateral Pool
Property, is not available, or has not been provided, or is not acceptable,
Administrative Agent shall so notify Borrower in writing and such Excluded
Property shall thereafter no longer be considered part of the Collateral Pool,
and the Available Committed Amount shall be reduced to an amount equal to sixty
percent (60%) of the Value of the Collateral Pool exclusive of the Excluded
Property. All amounts then outstanding in excess of the Available Committed
Amount shall be repaid. In the alternative, Borrower may substitute another
Property for the Excluded Property, provided such Property is acceptable to
Required Lenders (which must include Administrative Agent) in all respects in
Required Lenders' sole discretion and all conditions precedent to the inclusion
of such Property in the Collateral Pool have been complied with, including,
without limitation, the conditions set forth in this Section 2.24. Any such
Excluded Property so removed from the Collateral Pool shall upon the written
request from Borrower be released by Administrative Agent from the lien of any
Mortgage, upon the repayment of all amounts then outstanding in excess of the
Available Committed Amount and provided there is then existing no Default
hereunder.

ARTICLE 3
Conditions

Section 3.1  Conditions Precedent to Each Loan. The obligation of Lenders
---------------------------------
to make Loans hereunder is subject to the fulfillment of each of the following
conditions immediately prior to or contemporaneously with such Loan:

(a)  All of the representations and warranties of Borrower under this
Agreement, which, pursuant to Section 4.2 hereof, are made at and as of the time
of such Loan, shall be true and correct at such time, both before and after
giving effect to the application of the proceeds of the Loan;

(b)  The incumbency of the Authorized Signatories shall be as stated
in the certificate of incumbency contained in the certificate of Borrower
delivered to Administrative Agent or as subsequently modified and reflected in a
certificate of incumbency delivered to Administrative Agent;

PAGE 31

(c)  There shall not exist, on the date of the making of the Loan and
after giving effect thereto, a Default of which Borrower has knowledge or an
Event of Default hereunder and Administrative Agent shall have received a
Request for Advance so stating;

(d)  Administrative Agent shall have received a fully executed and
properly supported Request for Advance in substantially the form attached as
Exhibit 1.1(a) hereto and incorporated herein by reference and all such other
certificates, reports, statements, title insurance endorsements, opinions of
counsel and other documents as Administrative Agent may reasonably request
including, without limitation, to the extent applicable (i) a certified copy of
the purchase and sale agreement for the acquisition of such Non-Collateral
Property; (ii) a certified copy of the settlement statement for the acquisition
of such Non-Collateral Property; and (iii) certified copies of any invoices for
related acquisition costs borne by Borrower not included in the settlement
statement delivered by Borrower in accordance with subsection (ii);

(e)  There shall not have been commenced against any Credit Party an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or any case, proceeding or other action for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of such Person or for any substantial part of
its property or for the winding up or liquidation of its affairs, and such
involuntary case or other case, proceeding or other action shall remain
undismissed, undischarged or unbonded;

(f)  Concurrent with the delivery of the appropriate notice required
pursuant to Section 3.1(d) above, Borrower shall have delivered a certificate of
Senior Management of Borrower substantially in the form of Exhibit 7.3, (i)
-----------
demonstrating compliance with the financial covenants contained in Article 6 by
calculation thereof after giving effect to the making of the requested Loan (and
the application of the proceeds thereof), and (ii) stating that no Default or
Event of Default exists, or if any Default or Event of Default does exist,
specifying the nature and extent thereof and what action the Credit Parties
propose to take with respect thereto; and

(g)  Borrower shall otherwise have complied with all of the terms and
conditions of this Agreement and the other Credit Documents relating to such
Loan.

ARTICLE 4
Representations and Warranties

Section 4.1  Representations and Warranties. Borrower and Guarantor hereby
------------------------------
agree, represent and warrant that:

(a)  Organization; Ownership; Power; Qualification; Capitalization.
-------------------------------------------------------------
Borrower is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware. Guarantor is the sole general
partner of Borrower and is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland. Borrower has the power
and authority to own its properties (including, without limitation, the
Collateral and the Non-Collateral Properties) and to carry on its business as it
is now being and is hereafter proposed to be conducted. Each Credit Party is
duly qualified, in good standing and

PAGE 32

authorized to do business in each jurisdiction in which the character of its
properties or the nature of its businesses requires such qualification or
authorization, including, without limitation, to the extent applicable, each
jurisdiction wherein the Collateral and Non-Collateral Properties lie or shall
lie.

(b)  Authorization; Enforceability. Each Credit Party has the power
-----------------------------
and has taken all necessary action to authorize it to borrow hereunder, to
execute, deliver and perform this Agreement and each of the other Credit
Documents to which it is a party in accordance with their respective terms, and
to consummate the transactions contemplated hereby and thereby. This Agreement
has been duly executed and delivered by each Credit Party and is, and each of
the other Credit Documents to which each Credit Party is party, is a legal,
valid and binding obligation of such Credit Party enforceable in accordance with
its terms, subject, as to enforcement of remedies, to the following
qualifications: (i) an order of specific performance and an injunction are
discretionary remedies and, in particular, may not be available where damages
are considered an adequate remedy at law, and (ii) enforcement may be limited by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and other
similar laws affecting enforcement of creditors' rights generally (insofar as
any such law relates to the bankruptcy, insolvency or similar event of such
Credit Party).

(c)  Compliance with Other Credit Documents and Contemplated
-------------------------------------------------------
Transactions. The execution, delivery and performance, in accordance with their
------------
respective terms, by each Credit Party of this Agreement and each of the other
Credit Documents to which it is party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not (i) require any consent or
approval not already obtained, (ii) violate any Applicable Law respecting such
Credit Party, or (iii) conflict with, result in a breach of, or constitute a
default under the organizational documents of such Credit Party, or under any
indenture, agreement, or other instrument to which such Credit Party is a party
or by which its properties may be bound.

(d)  Business. Borrower is engaged primarily in the business of
--------
acquiring, operating and selling interests in real property, including the
conduct of such business through partnerships, joint ventures, limited liability
companies and other similar entities.

(e)  Compliance with Law. Each Credit Party is in compliance with all
-------------------
Applicable Laws, the non-compliance with which would have a Material Adverse
Effect.

(f)  Title to Assets. Borrower has good, legal and marketable title to
---------------
the Collateral (subject to any permitted exceptions listed in the Mortgage) and
the Non-Collateral Properties.

(g)  Litigation. There is no material action, suit, proceeding or
----------
investigation pending against, or, to the best knowledge of the Credit Parties
threatened against or in any other manner relating adversely to, any Credit
Party or any of their properties in any court or before any arbitrator of any
kind or before or by any governmental body, and no such action, suit, proceeding
or investigation (i) calls into question the validity of this Agreement or any
other

PAGE 33

Credit Document, or (ii) could, if determined adversely to any such Person, have
a Material Adverse Effect.

(h)  Taxes. All Federal, state and other tax returns of the Credit
-----
Parties required by law to be filed have been duly filed and all Federal, state
and other taxes, including, without limitation, withholding taxes, assessments
and other governmental charges or levies required to be paid by a Credit Party
or imposed upon a Credit Party or any of their respective properties, income,
profits or assets, which are due and payable, have been paid, except any such
tax (x) the payment of which a Credit Party is diligently contesting in good
faith by appropriate proceedings, (y) for which adequate reserves have been
provided on the books of such Credit Party, and (z) as to which no foreclosure,
distraint, sale or similar proceedings have been commenced. The charges,
accruals and reserves on the books of the Credit Parties in respect of taxes
are, in the judgment of the Credit Parties, adequate.

(i)  Financial Statements. Each Credit Party has furnished or caused
--------------------
to be furnished to Administrative Agent copies of the balance sheets and
statements of income for such Credit Party for the most recently-ended fiscal
year for which financial statements are available and for the quarter most
recently ended, which are complete and correct in all material respects and
present fairly the financial position of such Credit Party on and as of such
dates and the results of operations for the periods then ended. No Credit Party
has any material liabilities, contingent or otherwise, other than as disclosed
in the financial statements referred to in the preceding sentence, and there are
no material unrealized losses of any Credit Party and no material anticipated
losses of any Credit Party other than those which have been previously disclosed
in writing to Administrative Agent and identified to Administrative Agent as
such.

(j)  Compliance with Regulations G, T, U and X. No Credit Party is
-----------------------------------------
engaged principally or as one of its important activities in the business of
extending credit for the purpose purchasing or carrying any margin stock within
the meaning of Regulations G, T, U, and X of the Board of Governors of the
Federal Reserve System. None of the proceeds of the Loans will be used to
purchase or carry "margin stock" in contravention of such regulations.

(k)  Governmental Regulation. No Credit Party is required to obtain
-----------------------
any consent, approval, authorization, permit or license which has not already
been obtained from, or effect any filing or registration which has not already
been effected with, any Federal, state or local regulatory authority in
connection with the execution and delivery of this Agreement or any other Credit
Document or the borrowing hereunder.

(1)  Absence of Default. Each Credit Party is in compliance with all
------------------
of the provisions of its organizational documents and no event has occurred or
failed to occur which has not been remedied or waived, the occurrence or
non-occurrence of which constitutes, or with the passage of time or giving of
notice or both would constitute, (i) an Event of Default or (ii) a default by
any Credit Party under any indenture, agreement or other instrument, or any
judgment, decree or final order to which any such Person is a party or by which
any such Person or any of its properties may be bound or affected.

PAGE 34

(m)  Accuracy and Completeness of Information. All information,
----------------------------------------
reports, prospectuses and other papers and data relating to the Credit Parties
and furnished by or on behalf of the Credit Parties to Administrative Agent
were, at the time furnished, complete and correct in all material respects to
the extent necessary to give Administrative Agent true and accurate knowledge of
the subject matter. No fact or situation is currently known to the Credit
Parties which has had or which could reasonably be expected to have a Material
Adverse Effect.

(n)  REIT Status. Guarantor is qualified as a real estate investment
-----------
trust and currently is in compliance with all applicable provisions of the Code.

(o)  Indebtedness. Except as otherwise permitted under Section 5.15,
------------
the Consolidated Parties have no Indebtedness.

(p)  ERISA.
-----

(i)   Except as set forth in Schedule 4.1(p), during the
---------------
five-year period prior to the date on which this representation is made or
deemed made: (i) no ERISA Event has occurred, and, to the best knowledge of the
Credit Parties, no event or condition has occurred or exists as a result of
which any ERISA Event could reasonably be expected to occur, with respect to any
Plan; (ii) no "accumulated funding deficiency," as such term is defined in
Section 302 of ERISA and Section 412 of the Code, whether or not waived, has
occurred with respect to any Plan which could individually or in the aggregate
have a Material Adverse Effect; (iii) each Plan has been maintained, operated,
and funded in material compliance with its own terms and in material compliance
with the provisions of ERISA, the Code, and any other applicable federal or
state laws; and (iv) no lien in favor of the PBGC or a Plan has arisen or is
reasonably likely to arise on account of any Plan.

(ii)  The actuarial present value of all "benefit liabilities"
(as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each
Single Employer Plan, as of the last annual valuation date prior to the date on
which this representation is made or deemed made (determined, in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing the
actuarial assumptions used in such Plan's most recent actuarial valuation
report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.

(iii) Except as set forth in Schedule 4.1(p), neither any
---------------
Consolidated Party nor any ERISA Affiliate would become subject to any
withdrawal liability under ERISA (which would have a Material Adverse Effect) if
any Consolidated Party or any ERISA Affiliate were to withdraw completely from
all Multiemployer Plans and Multiple Employer Plans as of the valuation date
most closely preceding the date on which this representation is made or deemed
made. Neither any Consolidated Party nor any ERISA Affiliate has received any
notification that any Multiemployer Plan is in reorganization (within the
meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section
4245 of ERISA), or has been terminated (within the meaning of Title IV of
ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit
Parties, reasonably expected to be in reorganization, insolvent, or terminated.

PAGE 35

(iv)  No prohibited transaction (within the meaning of Section
406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility
has occurred with respect to a Plan which has subjected or may subject any
Consolidated Party or any ERISA Affiliate to any liability under Sections 406,
409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any
agreement or other instrument pursuant to which any Consolidated Party or any
ERISA Affiliate has agreed or is required to indemnify any person against any
such liability, which could individually or in the aggregate have a Material
Adverse Effect.

(v)   Except as set forth in Schedule 4.1(p), neither any
---------------
Consolidated Party nor any ERISA Affiliates has any material liability with
respect to "expected post-retirement benefit obligations" within the meaning of
the Financial Accounting Standards Board Statement 106. Each Plan which is a
welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of
ERISA and Section 4980B of the Code apply has been administered in compliance in
all material respects of such sections.

(q)  Subsidiaries. Set forth on Schedule 4.1(q) is a complete and
------------               ---------------
accurate list of all Subsidiaries of each Consolidated Party. Information on
Schedule 4.1(q) includes (a) jurisdiction of incorporation or organization and
--------------
(b) the number of shares of each class of Capital Stock outstanding, the number
and percentage of outstanding shares of each class owned (directly or
indirectly) by such Subsidiary, and the number and effect, if exercised, of all
outstanding options, warrants, rights of conversion or purchase and all other
similar rights with respect thereto. The outstanding Capital Stock of all such
Subsidiaries is validly issued, fully paid and non-assessable and is owned by
each such Consolidated Party, directly or indirectly, free and clear of all
Liens (other than those arising under or contemplated in connection with the
Credit Documents). Other than as set forth in Schedule 4.1(q), no Subsidiary has
---------------
outstanding any securities convertible into or exchangeable for its Capital
Stock nor does any such Person have outstanding any rights to subscribe for or
to purchase or any options for the purchase of, or any agreements providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to its Capital Stock. Schedule 4.1(q) may be updated
--------------
from time to time by Borrower by giving written notice thereof to Administrative
Agent.

(r)  Environmental Matters.
----------------------

(i)   There is no violation of any Environmental Law with
respect to any Property or the businesses operated on any Property which would,
in the aggregate, result in anticipated clean-up costs in excess of $1,000,000.

(ii)  No Consolidated Party has been notified of any material
action, suit, proceeding or investigation which calls into question compliance
by any Consolidated Party with any Environmental Laws or which seeks to suspend,
revoke or terminate any license, permit or approval necessary for the
generation, handling, storage, treatment or disposal of any Hazardous Material
in any material respect of the Consolidated Parties taken as a whole.

(s)  Intellectual Property. Each Consolidated Party owns, or has the
---------------------
legal right to use, all trademarks, tradenames, copyrights, technology,
know-how and processes (the

PAGE 36

"Intellectual Property") necessary for each of them to conduct its business as
---------------------
currently conducted except for those the failure to own or have such legal right
to use could not have a Material Adverse Effect.

(t)   Labor Matters. There are no collective bargaining
-------------
agreements or Multiemployer Plans covering the employees of a Consolidated Party
as of the Closing Date and none of the Consolidated Parties has suffered any
strikes, walkouts, work stoppages or other material labor difficulty within the
last five years.

(u)   Financial Matters. Borrower is solvent after giving effect
-----------------
to all borrowings contemplated by the Credit Documents and no proceeding under
any Debtor Relief Law is pending (or, to Borrower's knowledge, threatened) by or
against Borrower, or any Affiliate of Borrower, as a debtor. All reports,
statements, plans, budgets, applications, agreements and other data and
information heretofore furnished or hereafter to be furnished by or on behalf of
Borrower to Administrative Agent in connection with the Loan or Loans evidenced
by the Credit Documents (including, without limitation, all financial statements
and financial information) are and will be true, correct and complete in all
material respects as of their respective dates and do not and will not omit to
state any fact or circumstance necessary to make the statements contained
therein not misleading. No material adverse change has occurred since the dates
of such reports, statements and other data in the financial condition of
Borrower or, to Borrower's knowledge, of any tenant under any lease described
therein.

(v)   Credit Document Matters. Borrower is not a "foreign person"
-----------------------
within the meaning of Sections 1445 and 7701 of the Code (i.e. Borrower is not a
non-resident alien, foreign corporation, foreign partnership, foreign trust or
foreign estate as those terms are defined therein and in any regulations
promulgated thereunder). The Committed Amount is solely for business purposes,
and is not for personal, family, household or agricultural purposes. Borrower
will not cause or permit any change to be made in its name, identity, or
corporate or partnership structure, unless Borrower shall have notified
Administrative Agent of such change prior to the effective date of such change,
and shall have first taken all action required by Administrative Agent for the
purpose of further perfecting or protecting the lien and security interest of
Administrative Agent in the Collateral. Borrower's principal place of business
and chief executive office, and the place where Borrower keeps its books and
records concerning the Collateral, has for the preceding four months been and
will continue to be (unless Borrower notifies Lender of any change in writing
prior to the date of such change) the address of Borrower set forth in Section
11.1 of this Agreement.

Section 4.2 Survival of Representations and Warranties, etc. All
-----------------------------------------------
representations and warranties made under this Agreement shall be deemed to be
made, and shall be true and correct, at and as of the Closing Date and the date
of each Loan hereunder, except to the extent previously fulfilled in accordance
with the terms hereof and to the extent subsequently inapplicable. All
representations and warranties made under this Agreement shall survive, and not
be waived by, the execution hereof by Administrative Agent or any Lender, any
investigation or inquiry by Administrative Agent or any Lender or the making of
any Loan under this Agreement.

PAGE 37

ARTICLE 5
General Covenants

So long as any of the Obligations are outstanding and unpaid or Borrower
shall have the right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled), and unless Lenders shall otherwise
consent in writing:

Section 5.1 Preservation of Existence and Similar Matters. Each Credit
---------------------------------------------
Party will:

(a)  preserve and maintain its existence, rights, franchises, licenses
and privileges in its state of organization, and each state wherein the
Collateral and Non-Collateral Properties lie or shall lie,

(b)  maintain the power and authority to own the Collateral and
Non-Collateral Properties and to carry on its business as now being and
hereafter proposed to be conducted, and

(c)  qualify and remain qualified, in good standing, and authorized to
do business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization, including
without limitation, each jurisdiction wherein the Collateral and Non-Collateral
Properties lie or shall lie.

Each Credit Party shall at all times comply with all of the provisions of its
organizational documents.

Section 5.2 Business: Compliance with Applicable Law. Borrower will engage
----------------------------------------
primarily in the business of acquiring, operating and selling interests in real
property, and will comply with the requirements of Applicable Law, including,
without limitation, Environmental Laws.

Section 5.3 Maintenance of Properties. Borrower will maintain or cause to
-------------------------
be maintained in the ordinary course of business in good repair, working order
and condition (reasonable wear and tear excepted) the Collateral and all
improvements located thereon (whether owned or held under lease), and from time
to time make or cause to be made all needed and appropriate repairs, renewals,
replacements, additions, betterments and improvements thereto. Borrower shall
maintain good, legal and marketable title to all of the Collateral except to the
extent sold or otherwise disposed of in accordance herewith.

Section 5.4 Accounting Methods and Financial Records. Each Credit Party
----------------------------------------
will maintain a system of accounting established and administered in accordance
with GAAP, keep adequate records and books of account in which complete entries
will be made in accordance with such accounting principles consistently applied
and reflecting all transactions required to be reflected by such accounting
principles and keep accurate and complete records of such party's properties and
assets. Each Credit Party shall maintain a fiscal year ending on December 31.

PAGE 38

Section 5.5  Payment of Taxes and Claims. Each Credit Party will pay and
---------------------------
discharge, or cause to be paid and discharged, and cause each of its
Subsidiaries to pay and discharge, all taxes, including, without limitation,
withholding taxes, assessments and governmental charges or levies required to be
paid by it or imposed upon it or its income or profits or upon any Collateral or
the ownership, use, occupancy or enjoyment of any portion thereof, or any
utility service thereto, as the same become due and payable, including but not
limited to all ad valorem taxes assessed against the Collateral or any part
thereof, and shall deliver promptly to Administrative Agent such evidence of the
payment thereof as Administrative Agent may require, prior to the date on which
penalties attach thereto, and all lawful claims for labor, materials and
supplies which, if unpaid, might become a Lien or charge upon any of the
Collateral, except that no such tax, assessment, charge, levy or claim need be
paid which is being diligently contested in good faith by appropriate
proceedings and for which adequate reserves shall have been set aside on the
appropriate books, but only so long as such tax, assessment, charge, levy or
claim does not become a Lien and no foreclosure, distraint, sale or similar
proceedings have been commenced. Borrower will timely file all returns required
by Federal, state or local tax authorities. Borrower will maintain adequate
charges, accruals and reserves on its books in respect of taxes.

Section 5.6  Insurance and Casualty.
----------------------

(a)  Required Insurance. Each Credit Party will, and will cause each
------------------
of its Subsidiaries, at no expense to Lenders, to maintain or cause to be
maintained in full force and effect at all times: (1) mortgagee title insurance
issued to Administrative Agent covering the Collateral as required by
Administrative Agent; (2) all-risk insurance with respect to all insurable
Property, against loss or damage by fire, lightning, windstorm, explosion, hail,
tornado and such hazards as are presently included in so-called "all-risk"
coverage and against such other insurable hazards as Administrative Agent may
require, in an amount not less than 100% of the full replacement cost, including
the cost of debris removal, without deduction for depreciation and sufficient to
prevent Borrower and Administrative Agent from becoming a coinsurer, such
insurance to be in builder's risk (non-reporting) form during and with respect
to any construction on any Property; (3) if and to the extent any portion of the
improvements on any Collateral is in a special flood hazard area, a flood
insurance policy in an amount equal to the lesser of the Committed Amount or the
maximum amount available; (4) comprehensive general public liability insurance,
on an "occurrence" basis, for the benefit of Borrower and Administrative Agent
as named insureds; (5) statutory workers' compensation insurance with respect to
any work on or about any Property; and (6) such other insurance on any
Collateral as may from time to time be required by Lender (including but not
limited to rental loss or business interruption insurance, boiler and machinery
insurance, earthquake insurance, and war risk insurance) and against other
insurable hazards or casualties which at the time are commonly insured against
in the case of premises similarly situated, due regard being given to the
height, type, construction, location, use and occupancy of buildings and
improvements. All insurance policies shall be issued and maintained by insurers,
in amounts, with deductibles, and in form satisfactory to Administrative Agent,
and shall require not less than thirty (30) days' prior written notice to
Administrative Agent of any cancellation or change of coverage. All insurance
policies maintained, or caused to be maintained, by Borrower with respect to any
Collateral, except for public liability insurance, shall provide that each such
policy shall be primary without right of

PAGE 39

contribution from any other insurance that may be carried by Borrower or
Administrative Agent and that all of the provisions thereof, except the limits
of liability, shall operate in the same manner as if there were a separate
policy covering each insured. If any insurer which has issued a policy of title,
hazard, liability or other insurance required pursuant to this Agreement or any
other Credit Document becomes insolvent or the subject of any bankruptcy,
receivership or similar proceeding or if in Administrative Agent's reasonable
opinion the financial responsibility of such insurer is or becomes inadequate,
Borrower shall, in each instance promptly upon the request of Administrative
Agent and at no expense to Lenders, obtain and deliver to Administrative Agent a
like policy (or, if and to the extent permitted by Administrative Agent, a
certificate of insurance) issued by another insurer, which insurer and policy
meet the requirements of this Agreement or such other Credit Document, as the
case may be. Without limiting the discretion of Administrative Agent with
respect to required endorsements to insurance policies, all such policies for
loss of or damage to any Property shall contain a standard mortgagee clause
(without contribution) naming Administrative Agent as mortgagee with loss
proceeds payable to Administrative Agent notwithstanding (i) any act, failure to
act or negligence of or violation of any warranty, declaration or condition
contained in any such policy by any named insured; (ii) the occupation or use of
any Property for purposes more hazardous than permitted by the terms of any such
policy; (iii) any foreclosure or other action by Administrative Agent under the
Credit Documents; or (iv) any change in title to or ownership of any Property or
any portion thereof, such proceeds to be held for application as provided in the
Credit Documents. The originals of each initial insurance policy (or to the
extent permitted by Administrative Agent, a copy of the original policy and a
satisfactory certificate of insurance) shall be delivered to Administrative
Agent at the time of execution of this Agreement, with premiums fully paid, and
each renewal or substitute policy (or certificate) shall be delivered to
Administrative Agent, with premiums fully paid, at least ten (10) days before
the termination of the policy it renews or replaces. Borrower shall pay all
premiums on policies required hereunder as they become due and payable and
promptly deliver to Administrative Agent evidence satisfactory to Administrative
Agent of the timely payment thereof. If any loss occurs at any time when
Borrower has failed to perform Borrower's covenants and agreements in this
paragraph, Administrative Agent shall nevertheless be entitled to the benefit of
all insurance covering the loss and held by or for Borrower, to the same extent
as if it had been made payable to Administrative Agent. Upon any foreclosure
hereof or transfer of title to any Collateral in extinguishment of the whole or
any part of the Obligations, all of Borrower's right, title and interest in and
to the insurance policies referred to in this Section (including unearned
premiums) and all proceeds payable thereunder as they relate to such Collateral
shall thereupon vest in the purchaser at foreclosure or other such transferee,
to the extent permissible under such policies. Administrative Agent shall have
the right (but not the obligation) to make proof of loss for, settle and adjust
any claim under, and receive the proceeds of, all insurance for loss of or
damage to any Collateral, and the expenses incurred by Administrative Agent in
the adjustment and collection of insurance proceeds shall be a part of the
Obligations and shall be due and payable to Administrative Agent on demand.
Administrative Agent shall not be, under any circumstances, liable or
responsible for failure to collect or exercise diligence in the collection of
any of such proceeds or for the obtaining, maintaining or adequacy of any
insurance or for failure to see to the proper application of any amount paid
over to Borrower. Subject to the terms of Subsection (b), below, any proceeds
received by Administrative Agent shall, after deduction therefrom of all

PAGE 40

reasonable expenses actually incurred by Administrative Agent, including
attorneys' fees, at Administrative Agent's option be (1) released to Borrower,
or (2) applied (upon compliance with such terms and conditions as may be
required by Administrative Agent) to repair or restoration, either partly or
entirely, of the Collateral so damaged, or (3) applied to the payment of the
Obligations in accordance with Section 2.12 of this Agreement. In any event, the
unpaid portion of the Obligations shall remain in full force and effect and the
payment thereof shall not be excused. Borrower shall at all times comply with
the requirements of the insurance policies required hereunder and of the issuers
of such policies and of any board of fire underwriters or similar body as
applicable to or affecting the Property.

(b)  Restoration Advances.
--------------------

(i)   Lenders agree that in the event that all or a portion of
the improvements on any Collateral shall be destroyed or damaged by fire,
explosion, windstorm, hail or any other casualty against which insurance is
required under this Agreement, Lenders will elect to apply the insurance
proceeds which remain after payment of the expenses of collection thereof as
provided in Subsection (a), above (called the "Proceeds" below in this
--------
Subsection), or so much thereof as is required, to restoration of the portion of
the Collateral damaged, as nearly as practicable to its value, character and
condition immediately prior to such casualty (the "Restoration"), provided that
-----------
all of the following conditions precedent are satisfied in full not later than
ninety (90) days after the date on which the casualty loss occurs:

A)  no Default shall have occurred and shall remain uncured
following the expiration of any grace or cure period;

B)  all tenants having present or future possessory rights
under Major Leases (as defined in the applicable Mortgage), have agreed in a
manner satisfactory to Administrative Agent that such Major Leases will continue
in full force and effect and, if necessary, the time for taking or regaining
possession of the demised premises under such Major Leases will be extended by
the time necessary to complete the Restoration;

C)  all parties having operating, management or franchise
interests in, and arrangements concerning, the applicable Collateral have agreed
that they will continue their interests and arrangements for the contract terms
then in effect following the Restoration;

D)  Borrower has presented evidence satisfactory to
Administrative Agent, and Administrative Agent has reasonably determined, that
the Restoration can be accomplished within a reasonable period of time and in
any event prior to the Maturity Date;

E)  Borrower has delivered or caused to be delivered to
Administrative Agent, and Administrative Agent has approved, complete final
plans and specifications (the "Restoration Plans") for the work to be performed
-----------------
in connection with the Restoration (hereinafter called the "Restoration Work")
----------------
prepared and sealed by an architect (the

PAGE 41

"Architect") acceptable to Administrative Agent, with evidence satisfactory to
---------
Administrative Agent of the approval of the Restoration Plans by all Commitment
Providers and by all governmental authorities and all tenants under Major Leases
whose approval is required;

F)  Borrower has delivered or caused to be delivered to
Administrative Agent a signed estimate approved in writing by the Architect,
stating the entire cost of completing the Restoration Work;

G)  Borrower has entered into, and has furnished to
Administrative Agent a copy of, a fixed price construction contract satisfactory
to Administrative Agent, with a contractor reasonably acceptable to
Administrative Agent, bonded to the extent required by Administrative Agent, for
the Restoration Work;

H)  if Administrative Agent has determined that (i) the
projected cost of the Restoration Work substantially in accordance with the
Restoration Plans exceeds (ii) the available Proceeds held by Lender, then
Borrower has deposited with Administrative Agent funds sufficient to cover the
excess cost;

I)  Borrower has furnished all insurance coverage required
by Administrative Agent pursuant to Section 5.6(a), above; and

J)  Administrative Agent has determined that no Lender will
incur any liability to any person as a result of such use of the Proceeds.

If all of the foregoing conditions have not been satisfied within the time limit
specified above, then Administrative Agent may, at its option, apply such
Proceeds to the Obligations, whether or not due, in accordance with Section 2.12
of this Agreement.

(ii)  To the extent that Administrative Agent elects to apply the
Proceeds to the restoration or reconstruction of the improvements on any
Collateral, then disbursement of the Proceeds for Restoration or Restoration
Work shall be subject to and shall be made in accordance with the customary
practices of Administrative Agent governing the disbursement of construction
loans and the terms set forth on Exhibit 2.6(a) of this Agreement regarding
--------------
construction disbursements. If Administrative Agent determines from time to time
that (i) the estimated cost of the Restoration substantially in accordance with
the Restoration Plans exceeds (ii) the available Proceeds held by Administrative
Agent plus all other available funds deposited by Borrower with Administrative
Agent for the purpose of the Restoration, then Borrower shall deposit additional
funds with Administrative Agent to cover the excess cost before Administrative
Agent shall be required to disburse any such Proceeds or other available funds
for Restoration costs. Any such funds provided by Borrower to cover excess costs
shall be used for the costs of Restoration prior to disbursement of any of the
Proceeds for such costs.

(iii) Any such Proceeds and additional funds provided by Borrower
which are held by Administrative Agent under this Subsection (b) shall be held
by Administrative Agent in an interest bearing account of Administrative Agent's
selection (and the

PAGE 42

interest earned thereon shall become a part of the funds so held) until
disbursed for Restoration or otherwise applied as herein provided.
Administrative Agent's receipt and custody of such Proceeds or additional funds
shall not constitute a repayment of any of the Obligations, unless and until
such Proceeds or additional funds are actually applied against the Obligations
in accordance with this Agreement. No disbursement of such Proceeds for
Restoration costs shall constitute a Loan of the Commitment Amount or increase
the principal amount thereof. If surplus Proceeds remain after completion of the
Restoration and payment of all costs therefor, then such surplus Proceeds shall
be applied against the Obligations. If surplus funds then remain from additional
funds provided by Borrower to cover excess costs of Restoration, then such
surplus funds shall be returned to Borrower, provided that no uncured Default
shall exist hereunder.

(iv) In any event, upon the occurrence of a Default at any
time, and the expiration of any applicable grace or cure period without the
curing thereof, Administrative Agent may (but has no obligation to) apply all or
any portion of such Proceeds or additional funds provided by Borrower in
Administrative Agent's possession to the payment of the Obligations, whether or
not due, in accordance with Section 2.12 of this Agreement, and/or to the cure
of any Default without waiving the same.

Section 5.7 Reserve for Insurance, Taxes and Assessments. Upon request of
--------------------------------------------
Required Lenders after a Default, to secure certain of Borrower's obligations in
Sections 5.6 and 5.7 above, but not in lieu of such obligations, Borrower will
deposit with Administrative Agent a sum equal to ad valorem taxes, assessments
and charges (which charges for the purpose of this paragraph shall include
without limitation any recurring charge which could result in a Lien against any
Collateral) against any Collateral for the current year and the premiums for
such policies of insurance for the current year, all as estimated by
Administrative Agent and prorated to the end of the calendar month following the
month during which Administrative Agent's request is made, and thereafter will
deposit with Administrative Agent, on each date when an installment of principal
and/or interest is due on the Committed Amount, sufficient funds (as estimated
from time to time by Administrative Agent) to permit Administrative Agent to pay
at least fifteen (15) days prior to the delinquency date thereof, the next
maturing ad valorem taxes, assessments and charges and premiums for such
policies of insurance. Administrative Agent shall have the right to rely upon
tax information furnished by applicable taxing authorities in the payment of
such taxes or assessments and shall have no obligation to make any protest of
any such taxes or assessments. Any excess over the amounts required for such
purposes shall be held by Administrative Agent for future use, applied to any
Obligations or refunded to Borrower, at Administrative Agent's option, and any
deficiency in such funds so deposited shall be made up by Borrower upon demand
of Administrative Agent. All such funds so deposited shall bear interest at the
rate applicable to the account selected by Administrative Agent for such funds,
may be mingled with the general funds of Administrative Agent and shall be
applied by Administrative Agent toward the payment of such taxes, assessments,
charges and premiums when statements therefor are presented to Administrative
Agent by Borrower (which statements shall be presented by Borrower to
Administrative Agent a reasonable time before the applicable amount is
delinquent); provided, however, that, if a default shall have occurred
hereunder, such funds may at Administrative Agent's option be applied to the
payment of the Obligations in

PAGE 43

accordance with Section 2.12 of this Agreement, and Administrative Agent may
(but shall have no obligation) at any time, in its discretion, apply all or any
part of such funds toward the payment of any such taxes, assessments, charges or
premiums which are past due, together with any penalties or late charges with
respect thereto. The conveyance or transfer of Borrower's interest in any
Collateral for any reason (including without limitation the foreclosure of a
subordinate lien or security interest or a transfer by operation of law) shall
constitute an assignment or transfer of Borrower's interest in and rights to
such funds held by Administrative Agent under this paragraph but subject to the
rights of Administrative Agent hereunder.

Section 5.8  Condemnation. Borrower shall notify Administrative Agent
------------
immediately of any threatened or pending proceeding for condemnation affecting
any Collateral or arising out of damage to any Collateral, and Borrower shall,
at Borrower's expense, diligently prosecute any such proceedings. Administrative
Agent shall have the right (but not the obligation) to participate in any such
proceeding and to be represented by counsel of its own choice. Administrative
Agent shall be entitled to receive all sums which may be awarded or become
payable to Borrower for the condemnation of any Collateral, or any part thereof,
for public or quasi-public use, or by virtue of private sale in lieu thereof,
and any sums which may be awarded or become payable to Borrower for injury or
damage to the Property. Borrower shall, promptly upon request of Administrative
Agent, execute such additional assignments and other documents as may be
necessary from time to time to permit such participation and to enable
Administrative Agent to collect and receipt for any such sums. All such sums are
hereby assigned to Administrative Agent, and shall, after deduction therefrom of
all reasonable expenses actually incurred by Administrative Agent, including
attorneys' fees, at Administrative Agent's option be (1) released to Borrower,
or (2) applied (upon compliance with such terms and conditions as may be
required by Administrative Agent) to repair or restoration of the Property so
affected, or (3) applied to the payment of the Obligations in accordance with
Section 2.12 of this Agreement. In any event the unpaid portion of the
Obligations shall remain in full force and effect and the payment thereof shall
not be excused. Administrative Agent shall not be, under any circumstances,
liable or responsible for failure to collect or to exercise diligence in the
collection of any such sum or for failure to see to the proper application of
any amount paid over to Borrower. Administrative Agent is hereby authorized, in
the name of Borrower, to execute and deliver valid acquittances for, and to
appeal from, any such award, judgment or decree. All costs and expenses
(including but not limited to attorneys' fees) incurred by Administrative Agent
in connection with any condemnation shall be a demand obligation owing by
Borrower (which Borrower hereby promises to pay) to Administrative Agent
pursuant to this Agreement.

Section 5.9  Visits and Inspections. Borrower will permit representatives
----------------------
of Administrative Agent upon reasonable notice from Administrative Agent to (a)
visit and inspect the Collateral and Non-Collateral Properties at all reasonable
times, (b) inspect and make extracts from and copies of its books and records,
and (c) discuss with its principal officers and auditors its business, assets,
liabilities, financial positions, results of operations and business prospects.

Section 5.10 Payment of Indebtedness; Loans. Subject to any provisions
------------------------------
herein, referred to herein, or in any other Credit Document regarding
subordination, each Credit Party

PAGE 44

will pay any and all of its Indebtedness when and as it becomes due, other than
amounts diligently disputed in good faith.

Section 5.11 Indemnity. Each Credit Party will indemnify and hold harmless
---------
Administrative Agent and the other Lenders from and against, and reimburse
Administrative Agent and the other Lenders on demand for, any and all
Indemnified Matters (defined below). For purposes of this Section 5.11, the term
"Lenders" shall include the directors, officers, partners, employees and agents
of any Lender, and any persons owned or controlled by, owning or controlling, or
under common control or affiliated with any Lender. Without limitation, the
foregoing indemnities shall apply to each indemnified person with respect to
matters which in whole or in part are caused by or arise out of the negligence
of such (and/or any other) indemnified person. However, such indemnities shall
not apply to a particular indemnified person to the extent that the subject of
the indemnification is caused by or arises out of the gross negligence or
willful misconduct of that indemnified person. Any amount to be paid under this
Section 5.11 by any Credit Party to any Lender shall be a demand obligation
owing by such Credit Party (which such Credit Party hereby promises to pay) to
any Lender pursuant to this Agreement. Nothing in this paragraph, elsewhere in
this Agreement or in any other Credit Document shall limit or impair any rights
or remedies of any Lender (including without limitation any rights of
contribution or indemnification) against any Credit Party or any other person
under any other provision of this Agreement, any other Credit Document, any
other agreement or Applicable Law, except as expressly provided in this Section
5.11. As used herein, the term "Indemnified Matters" means any and all claims,
-------------------
demands, liabilities (including strict liability), losses, damages (including
consequential damages), causes of action, judgments, penalties, costs and
expenses (including without limitation, reasonable fees and expenses of
attorneys and other professional consultants and experts, and of the
investigation and defense of any claim, whether or not such claim is ultimately
defeated, and the settlement of any claim or judgment including all value paid
or given in settlement) of every kind, known or unknown, foreseeable or
unforeseeable, which may be imposed upon, asserted against or incurred or paid
by any Lender at any time and from time to time, whenever imposed, asserted or
incurred, because of, resulting from, in connection with, or arising out of any
transaction, act, omission, event or circumstance in any way connected with any
Collateral or with this Agreement or any other Credit Document, including but
not limited to any bodily injury or death or property damage occurring in or
upon or in the vicinity of any Collateral through any cause whatsoever at any
time on or before the Release Date, any act performed or omitted to be performed
hereunder or under any other Credit Document, any breach by any Credit Party of
any representation, warranty, covenant, agreement or condition contained in this
Agreement or in any other Credit Document, any Default as defined herein or any
claim under or with respect to any Major Lease (as defined in any Mortgage) or
arising under the Environmental Agreement (as defined in any Mortgage). The term
"Release Date" as used herein means the earlier of the following two dates: (i)
------------
the date on which the Committed Amount has been repaid and all Obligations have
been paid and performed in full and this Agreement has been canceled, or (ii) as
to any Collateral the date on which the Mortgage encumbering such Collateral is
fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure
is fully and finally effective, and possession of such Collateral has been given
to the purchaser or grantee free of occupancy and claims to occupancy by
Borrower and Borrower's heirs, devisees, representatives, successors and
assigns;

PAGE 45

provided, that if such payment, performance, release, foreclosure or conveyance
is challenged, in bankruptcy proceedings or otherwise, the Release Date shall be
deemed not to have occurred until such challenge is rejected, dismissed or
withdrawn with prejudice. The indemnities in this Section 5.11 shall not
terminate upon the Release Date or upon the cancellation, satisfaction,
foreclosure or other termination of this Agreement but will survive the Release
Date, foreclosure of any applicable Mortgage or conveyance in lieu of
foreclosure of any Collateral, the repayment of the Committed Amount, the
discharge, cancellation and satisfaction of this Agreement and the other Credit
Documents, any bankruptcy or other debtor relief proceeding, and any other event
whatsoever. The provisions of this Section shall survive the termination of this
Agreement.

Section 5.12 Accuracy and Completeness of Information. All information,
----------------------------------------
reports, prospectuses, notices and other papers and data relating to any Credit
Party and furnished by or on behalf of any Credit Party, to Administrative Agent
and Lenders, shall be, at the time furnished, complete and correct in all
material respects to the extent necessary to give Administrative Agent and such
Lenders true and accurate knowledge of the subject matter.

Section 5.13 Dividends. Provided there is not a continuing Default under
---------
this Agreement, Guarantor shall be permitted to declare and pay dividends and
similar distributions on its Capital Stock from time to time in amounts
determined by Guarantor but not to exceed in any event one hundred percent
(100%) of Funds From Operations, provided Guarantor delivers to Administrative
Agent contemporaneously with the declaration of any such dividend or
distribution a certification from Senior Management of Guarantor that Guarantor
shall continue to be in compliance with all applicable provisions of the Code
and its bylaws and operating covenants after giving effect to such dividend or
distribution. Notwithstanding the foregoing, Guarantor shall be permitted to
distribute whatever amount of dividends is necessary to maintain its tax status
as a real estate investment trust.

Section 5.14 Liens. No Credit Party will create, incur, or suffer to exist
-----
any Lien in, of or on their Property, except:

(a) Liens for taxes, assessments or governmental charges or levies
on their Property if the same shall not at the time be delinquent or thereafter
can be paid without penalty, or are being contested in good faith and by
appropriate proceedings and for which adequate reserves shall have been set
aside on their books;

(b) Liens which arise by operation of law, such as carriers',
warehousemen's, landlords', materialmen and mechanics' liens and other similar
liens arising in the ordinary course of business which secure payment of
obligations not more than thirty (30) days past due or which are being contested
in good faith by appropriate proceedings and for which adequate reserves shall
have been set aside on its books;

(c) Liens arising out of pledges or deposits under worker's
compensation laws, unemployment insurance, old age pensions, or other social
security or retirement benefits, or similar legislation;

PAGE 46

(d) Utility easements, building restrictions, zoning restrictions,
easements and such other encumbrances or charges against real property as are of
a nature generally existing with respect to properties of a similar character
and which do not in any material way affect the marketability of the same or
interfere with the use thereof in their businesses;

(e) Liens of Borrower in favor of Administrative Agent or, as to
Non-Collateral Property, Liens (i) securing the Indebtedness permitted under
Section 5.15 of this Agreement, or (ii) in favor of the holder of any purchase
money security interest;

(f) Liens existing on the date hereof and described in Schedule
--------
5.14 hereto; and
----

(g) Liens arising in connection with any Indebtedness permitted
hereunder to the extent such Liens will not result in a violation of any of the
provisions of this Agreement.

Liens permitted pursuant to this Section 5.14 shall be deemed to be "Permitted
---------
Liens".
-----

Section 5.15 Limit on Additional Indebtedness. No Credit Party will incur
--------------------------------
any additional Indebtedness in excess of Fifty Million Dollars ($50,000,000) in
the aggregate for all Credit Parties combined after the date hereof without the
prior written approval of Lenders, which Lenders may grant or withhold in its
sole discretion. Notwithstanding the foregoing, so long as no Default exists
hereunder, the restriction set forth in the preceding sentence of this Section
5.15 shall not apply with respect to the Committed Amount, that certain
$72,140,000 SouthTrust Bank line of credit, that certain $8,000,000
Richter-Schroeder Company purchase money loan, and that certain $35,900,000 loan
from Guaranty Federal Bank, each of which shall be in addition to the amount set
forth in the preceding sentence of this Section 5.15.

Section 5.16 Limitation on Investments. No Consolidated Party will acquire,
-------------------------
develop or otherwise make any Investment in any raw land or non-office building
real or personal property of any type or kind, or other prohibited Investments
described on Page 64 of Borrower's December 20, 2000 Prospectus, other than
Investments in raw land which are fully leased under single-tenant,
build-to-suit leases meeting all lease requirements of Section 2.24, which
Investments do not exceed in the aggregate fifteen percent (15%) of the
aggregate value of all Collateral Pool and Non-Collateral Pool Property, without
the prior written approval of Required Lenders, which approval may be granted or
withheld in the sole discretion of the Required Lenders. Further, no
Consolidated Party will lend money or extend credit or make advances to any
Person or purchase or acquire stocks, obligations or securities of, or any other
interests in, or make any capital contributions to, or otherwise make
Investments in, any Person other than a Consolidated Party or any Property other
than Property wholly owned directly by a Consolidated Party, which Investments
exceed in the aggregate twenty percent (20%) of the total assets of the
Consolidated Parties, as evidenced by Guarantor's Forms 10k and 10q filed with
the Securities Exchange Commission, and provided to Administrative Agent in
accordance with Section 7.1 hereof.

PAGE 47

Section 5.17 Management. With respect to the management of Borrower and its
----------
properties:

(a)  Wells Real Estate Investment Trust, Inc. shall remain the sole
general partner of Borrower;

(b)  Leo F. Wells, III shall remain actively involved in the day to
day management and operation of Borrower and Guarantor; and

(c)  Borrower shall give immediate notice to Administrative Agent
of any material change in the management or ownership of any Credit Party or any
Subsidiary of a Credit Party.

Section 5.18 Incorporation of Covenants Benefiting Other Lenders.
---------------------------------------------------
Notwithstanding any term or provision of this Agreement to the contrary,
Borrower hereby represents and warrants to Lenders that the financial covenants
and other performance terms and conditions to which Borrower has agreed in this
Agreement, specifically including without limitation the covenants set forth in
Article 6, are at least as restrictive as those to which Borrower has agreed
with the lenders described in Section 5.15 and any other lender from which
Borrower has borrowed money or otherwise has incurred Indebtedness ("Other
-----
Lenders"). Borrower further covenants and agrees that Borrower shall not agree
-------
to more restrictive covenants, terms or conditions with any Other Lender after
the Closing Date unless Administrative Agent is advised of such covenant, term
or condition and, at Required Lenders' option, Lenders are given the benefit of
each such covenant, term and condition offered to each such Other Lender,
commencing no later than the date such terms become effective for such Other
Lender. Without limiting the generality of the foregoing, Borrower covenants and
agrees with Lenders that each covenant or provision for terms more restrictive
than those set forth in this Agreement, including, without limitation, those
contained in Article 6 hereof, made by Borrower to or with any other person or
entity who is or hereafter becomes an Other Lender, at Required Lenders' option,
shall inure to the benefit of Lenders as if made directly to Lenders and be
deemed incorporated in this Agreement. Upon request of Administrative Agent,
Borrower shall provide Administrative Agent with copies of all instruments and
documents entered into with any Other Lender.

Section 5.19 Additional Credit Parties. If any Person having recourse
-------------------------
Indebtedness becomes a Subsidiary or Preferred Stock Subsidiary of any Credit
Party, Borrower shall (a) if such Person is a Domestic Subsidiary of a Credit
Party or a Preferred Stock Subsidiary, cause such Person to execute a Guaranty
Agreement in substantially the same form as Exhibit 5.19 on or before the
------------
deadline for delivery of the next quarterly Compliance Certificate delivered in
accordance with Section 7.3 of this Agreement, (b) provide Administrative Agent
with notice thereof on a quarterly basis by delivering a Compliance Certificate
and other documentation as required in Section 7.9, and (c) cause such Person to
deliver such other documentation as Administrative Agent may reasonably request
in connection with the foregoing, including, without limitation, certified
resolutions and other organizational and authorizing documents of such Person,
favorable opinions of counsel to such Person (which shall cover, among other

PAGE 48

things, the legality, validity, binding effect and enforceability of the
documentation referred to above), all in form, content and scope reasonably
satisfactory to Administrative Agent.

ARTICLE 6
Financial Covenants

So long as any of the Obligations are outstanding and unpaid or
Borrower shall have the right to borrow hereunder (whether or not the conditions
to borrowing have been or can be fulfilled) and unless Administrative Agent
shall otherwise consent in writing, Borrower and Guarantor will do all things
necessary to observe and comply with the following financial covenants which
shall be satisfied at all times and reported quarterly in accordance with
Section 7.1 hereof:

Section 6.1  Covenants of Borrower.
---------------------

a. Loan to Value. The ratio (expressed as a percentage) of the
-------------
total aggregate outstanding balance of the Loans to the Value of the Collateral
Pool shall not exceed sixty percent (60%) at any time; and if at any time such
loan to value ratio exceeds sixty percent (60%), Borrower shall promptly upon
demand repay the principal amount of the Loans in a sum sufficient to eliminate
such condition.

b. Minimum Debt Service Coverage.  Borrower shall maintain a
-----------------------------
Debt Service Coverage Ratio of at least 1.4:1.00 at all times, where Debt
Service Coverage Ratio means the ratio of Annualized Net Operating Income to
Annualized Hypothetical Debt Service.

Section 6.2  Guarantor Covenants.
-------------------

a. Minimum Net Worth.  Guarantor will maintain a minimum net
-----------------
worth (as defined under GAAP) equal to or greater than Two Hundred Fifty Million
Dollars ($250,000,000), as evidenced by Guarantor's forms 10k and 10q filed with
the Securities Exchange Commission, and provided to Administrative Agent in
accordance with Section 7.1 hereof.

b. Limitation on Indebtedness.  The ratio of the sum of (i)
--------------------------
Guarantor's Indebtedness plus (ii) all contingent liabilities of Guarantor under
----
any Escrow Agreement to Guarantor's net worth shall not exceed at any time
0.5:1.00.

c. Interest Coverage.  Guarantor's  ratio of Adjusted Cash
-----------------
Flow to Interest Expense shall be least 2.00:1.00 during a trailing twelve (12)
month period at all times.

d. Fixed Charge Coverage. Guarantor shall maintain a minimum
---------------------
fixed charge coverage ratio of 1.75:1.00 at all times. This ratio shall be
calculated by dividing Adjusted Cash Flow during a trailing twelve (12) month
period by the sum of (i) Debt Service on Guarantor's Indebtedness during such
trailing twelve (12) month period plus (ii) preferred dividends (if any) paid
----
during such trailing twelve (12) month period.

PAGE 49

ARTICLE 7
Information Covenants

So long as any of the Obligations are outstanding and unpaid or
Borrower shall have the right to borrow hereunder (whether or not the conditions
to borrowing have been or can be fulfilled) and unless Administrative Agent
shall otherwise consent in writing, the Credit Parties will furnish or cause to
be furnished to Administrative Agent at Administrative Agent's Office for
distribution to the Lenders:

Section 7.1  Financial Reports and Information.
---------------------------------

(a)   Annual Financial Statements. As soon as available, and in
---------------------------
any event within one hundred twenty (120) days after the close of each fiscal
year of the Consolidated Parties, (i) a consolidated balance sheet and income
statement of the Consolidated Parties, as of the end of such fiscal year,
together with related consolidated statements of operations and retained
earnings and of cash flows for such fiscal year, setting forth in comparative
form consolidated figures for the preceding fiscal year, all such financial
information described above to be in reasonable form and detail and audited by
independent certified public accountants of recognized national standing
reasonably acceptable to Administrative Agent and whose opinion shall be to the
effect that such financial statements have been prepared in accordance with GAAP
(except for changes with which such accountants concur) and shall not be limited
as to the scope of the audit or qualified as to the status of the Consolidated
Parties as a going concern, (ii) a schedule of the Properties identifying each
Property by name and summarizing total revenues, expenses, net operating income,
total square footage and occupancy rates as of the last day of the applicable
fiscal year and (iii) a projection of capital expenditures for the next fiscal
year for each Property of a Consolidated Party.

(b)   Quarterly Financial Statements. As soon as available, and
------------------------------
in any event within forty-five (45) days after the close of each fiscal quarter
of the Consolidated Parties (other than the fourth fiscal quarter, in which case
one hundred twenty [120] days after the end thereof), (i) a consolidated balance
sheet and income statement of the Consolidated Parties, as of the end of such
fiscal quarter, together with related consolidated statements of operations and
retained earnings and of cash flows for such fiscal quarter in each case setting
forth in comparative form consolidated figures for the corresponding period of
the preceding fiscal year, all such financial information described above to be
in reasonable form and detail and reasonably acceptable to Administrative Agent,
and accompanied by a certificate of Senior Management of Borrower to the effect
that such quarterly financial statements fairly present in all material respects
the financial condition of the Consolidated Parties and have been prepared in
accordance with GAAP, subject to changes resulting from audit and normal
year-end audit adjustments and the omission of footnotes, and (ii) a schedule of
the Properties identifying each Property by name and summarizing total revenues,
expenses, net operating income, total square footage and occupancy rates as of
the last day of the applicable quarter.

PAGE 50

(c)   Income Tax Returns. Copies of filed federal and state
------------------
income tax returns of each Credit Party for each taxable year, within twenty
(20) days after filing but in any event not later than one hundred fifty (150)
days after the close of each such taxable year.

(d)   Financial Projections. Commencing with the semi-annual
---------------------
period ending as of June 30, 2001, as soon as available, and in any event within
forty-five (45) days after such date and after the end of every other
semi-annual period thereafter (or, in the case of a semi-annual period in which
such reporting is required and which coincides with the end of a fiscal year,
one hundred twenty [120] days), (i) a pro forma balance sheet and income
statement of the Consolidated Parties for each of the eight (8) succeeding
fiscal quarters, together with related pro forma consolidated statements of
operations and retained earnings and of cash flows for each such succeeding
fiscal quarter and (ii) a certificate of Senior Management of Borrower
demonstrating compliance on a pro forma basis for each of the eight (8)
succeeding fiscal quarters with (A) the financial covenants contained in Article
6, and (B) the financial covenants contained in each of the indentures or other
agreements relating to any publicly issued debt securities of any Consolidated
Party, by detailed calculation thereof (which calculations shall be in form
satisfactory to the Administrative Agent and which shall include, among other
things, an explanation of the methodology used in such calculations and a
breakdown of the components of such calculations).

(e)   Certificate Regarding Equity Issuances. Within one hundred
--------------------------------------
twenty (120) days after the end of each fiscal year of Guarantor, a certificate
of Senior Management of Guarantor containing information regarding the amount of
all Equity Issuances that were made during the prior fiscal year.

Section 7.2  Collateral Records and Financial Reports. Each Credit
----------------------------------------
Party will keep accurate books and records in accordance with sound accounting
principles in which full, true and correct entries shall be promptly made with
respect to its Property and the operation thereof, and will permit all such
books and records to be inspected and copied, and the Collateral to be inspected
and photographed, by Administrative Agent and its representatives during normal
business hours and at any other reasonable times. Without limitation of other or
additional requirements in any of the other Credit Documents, Borrower will
furnish to Administrative Agent for distribution to Lenders current operating
statements itemizing all income and expenses of each Property within the
Collateral Pool for each quarter (and for the fiscal year through the end of
such quarter) as soon as reasonably practicable but in any event within thirty
(30) days after the end of such quarter and for the fiscal year of Borrower
within sixty (60) days after the end thereof including also a projection of such
operations for the next fiscal year. Any inspection or audit of the Property
within the Collateral Pool or the books and records of Borrower with respect
thereto, or the procuring of documents and financial and other information, by
or on behalf of Lender shall be for Lenders' protection only, and shall not
constitute any assumption of responsibility to Borrower or anyone else with
regard to the condition, construction, maintenance or operation of such Property
nor Lenders' approval of any certification given to Administrative Agent for
distribution to Lenders nor relieve Borrower of any of Borrower's obligations.

Section 7.3  Compliance Certificates. At the time the financial
-----------------------
statements are furnished pursuant to Section 7.1, a Compliance Certificate in
the form attached hereto as Exhibit 7.3
-----------

PAGE 51

executed by Senior Management of each Credit Party in form and substance
satisfactory to Administrative Agent:

(a) setting forth as at the end of such quarter or fiscal year,
as the case may be, the arithmetical calculations required to establish whether
or not Borrower or Guarantor, as applicable, was in compliance with (I) the
requirements of Article 6 hereof, and (II) the financial covenants contained in
each of the indentures or other agreements relating to any publicly issued debt
securities of any Consolidated Party, in each case by detailed calculation
thereof (which calculation shall be in form satisfactory to Administrative Agent
and which shall include, among other things, an explanation of the methodology
used in such calculation and a breakdown of the components of such calculation);

(b) stating that Borrower or Guarantor, as applicable, is in
compliance with all of the terms of the Credit Documents and such party's
authority and organizational documents;

(c) stating that no Default or Event of Default under any Credit
Document to which Borrower or Guarantor, as applicable, is a party, has occurred
as at the end of such quarter or year, as the case may be, or, if a Default or
an Event of Default has occurred, disclosing each such Default or Event of
Default and its nature, when it occurred, whether it is continuing and the steps
being taken by Borrower or Guarantor, as applicable, with respect to such
Default or Event of Default; and

(d) confirming that, as of the date of the Compliance
Certificate, there exist no Subsidiaries that should be, but have not yet been,
joined as Credit Parties in accordance with Section 5.19 and attaching copies of
any Guaranty Agreements executed during the immediately preceding fiscal
quarter.

Section 7.4 Copies of Other Reports.
-----------------------

(a) Promptly upon receipt thereof, copies of all reports, if any,
submitted to any Credit Party by its independent public accountants regarding
such Credit Party, including, without limitation, any management report prepared
in connection with Guarantor's financial reports.

(b) From time to time and promptly upon each request, such data,
certificates, reports, statements, opinions of counsel, documents or further
information regarding the business, assets, liabilities, financial position,
projections, results of operations, business prospects of the Credit Parties,
the Collateral, any Non-Collateral Property, or any real property which a Credit
Party proposes to acquire or develop or acquire an interest in, as
Administrative Agent may request.

(c) As soon as publicly available, but in no event later than the
date such reports are to be filed with the Securities Exchange Commission,
copies of all Form 10Ks, 10Qs, 8Ks, and any other annual, quarterly, monthly or
other reports, copies of all registration

PAGE 52

statements and any other public information filed with the Securities Exchange
Commission along with all other materials received from S&P, Moodys, or any
other nationally recognized rating agency, if applicable, all financial or
operational information sent to S&P, Moodys, or any other nationally recognized
rating agency, if applicable, and all financial or operational information
distributed to shareholders or limited partners generally by Guarantor,
including a copy of Guarantor's annual report.

(d)   Promptly upon receipt thereof, any notice of any past,
present or future events, conditions, circumstances, activities, practices,
incidents, actions or plans which, with respect to any Credit Party, may
interfere with or prevent compliance or continued compliance in any material
respect with Environmental Laws, or may give rise to any common law or legal
material liability, or otherwise form the basis of any material claim, action,
demand, suit, proceeding, hearing, study or investigation, based on or related
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling, or the emission, discharge, release or threatened
release into the environment, of any pollutant, contaminant, chemical, or
industrial, toxic or hazardous substances or waste.

(e)   Promptly upon receipt thereof, any notice or claim of any
civil, criminal or administrative action, suit, demand, claim, hearing, notice
or demand letter, notice of violation, investigation, or proceeding pending or
threatened against Borrower relating in any way to Environmental Laws.

(f)   From time to time promptly after Administrative Agent's
request, such additional information, reports and statements respecting the
business operations and financial condition of each reporting party as
Administrative Agent may reasonably request.

Section 7.5 Notice of Litigation and Other Matters. Prompt notice of
--------------------------------------
any of the following events as to which any Credit Party has received notice or
has otherwise become aware thereof:

(i)   the commencement of all proceedings and investigations by
or before any governmental body and all actions and proceedings in any court or
before any arbitrator against or, to the extent known to any Credit Party, in
any other way relating adversely and directly to a Credit Party, or which calls
into question the validity of this Agreement or any other Credit Document;

(ii)  any material adverse change with respect to the business,
assets, liabilities, financial position, or results of operations of any Credit
Party, other than changes in the ordinary course of business which have not had
and are not likely to have a Material Adverse Effect;

(iii) any Default or default by any Credit Party under any
agreement (other than this Agreement) to which such Credit Party is party or by
which the Collateral is bound or the occurrence of any event which could have a
Material Adverse Effect, giving in each case the details thereof and specifying
the action proposed to be taken with respect thereto; or

PAGE 53

(iv)  the occurrence of any event subsequent to the Closing Date
which, if such event had occurred prior to the Closing Date, would have
constituted an exception to the representation and warranty in Section 4.1(1) of
this Agreement.

Section 7.6 Matters Affecting the Collateral. Copies of all existing
--------------------------------
and proposed leases (and amendments thereto), easements, liens and contracts of
sale (whether or not recorded of public record) affecting any item of Collateral
as requested by Administrative Agent.

Section 7.7 Notices from Borrower Regarding Environmental Matters.
-----------------------------------------------------
Written advice to Administrative Agent, promptly after a Credit Party's
knowledge thereof, of (i) any and all enforcement, cleanup, remedial, removal or
other governmental or regulatory actions instituted or threatened, orally or in
writing, pursuant to any of the Environmental Laws affecting any item of
Collateral or any obligation of any Credit Party hereunder including, without
limitation, any notice of inspection, potential liability under CERCLA,
abatement or noncompliance; (ii) all claims made or threatened in writing by any
third party against any Credit Party, any item of Collateral for damages,
contribution, cost recovery compensation, loss or injury resulting from any
Hazardous Materials or asserting or alleging a violation of or liability under
any of the Environmental Laws or under any common law theory of liability
involving environmental or health safety matters; (iii) any Credit Party's
discovery of any occurrence or condition on any item of Collateral or any real
property adjoining or in the vicinity of any item of Collateral which could
subject any Credit Party or any item of Collateral to a claim under any of the
Environmental Laws; (iv) any restrictions imposed or threatened on ownership,
occupancy, transferability or Use of any item of Collateral under any of the
Environmental Laws; or (v) any remedial action taken by any Credit Party with
respect to any Hazardous Materials affecting any item of Collateral. Credit
Parties shall deliver to Administrative Agent any documentation or records in
connection with any of the foregoing matters which Administrative Agent may
reasonably request and which are susceptible of being obtained by any Credit
Party without undue cost or expense.

Section 7.8 Notices Regarding ERISA Matters. Upon obtaining knowledge
-------------------------------
thereof, any Credit Party will give written notice to Administrative Agent
promptly (and in any event within five [5] business days) of: (i) of any event
or condition, including, but not limited to, any Reportable Event, that
constitutes, or might reasonably lead to, an ERISA Event; (ii) with respect to
any Multiemployer Plan, the receipt of notice as prescribed in ERISA or
otherwise of any withdrawal liability assessed against Borrower or any of its
ERISA Affiliates, or of a determination that any Multiemployer Plan is in
reorganization or insolvent (both within the meaning of Title IV of ERISA);
(iii) the failure to make full payment on or before the due date (including
extensions) thereof of all amounts which any Consolidated Party or any ERISA
Affiliate is required to contribute to each Plan pursuant to its terms and as
required to meet the minimum funding standard set forth in ERISA and the Code
with respect thereto; or (iv) any change in the funding status of any Plan,
provided that the foregoing events individually or in combination could
--------
reasonably be expected to have a Material Adverse Effect, together with a
description of any such event or condition or a copy of any such notice and a
statement by Senior Management of Borrower briefly setting forth the details
regarding such event, condition, or notice, and the action, if any, which has
been or is being taken or is proposed to be taken by the Credit Parties with
respect thereto.

PAGE 54

Promptly upon request, the Credit Parties shall furnish Administrative Agent and
the Lenders with such additional information concerning any Plan as may be
reasonably requested, including, but not limited to, copies of each annual
report/return (Form 5500 series), as well as all schedules and attachments
thereto required to be filed with the Department of Labor and/or the Internal
Revenue Service pursuant to ERISA and the Code, respectively, for each "plan
year" (within the meaning of Section 3(39) of ERISA).

Section 7.9 Other Information. With reasonable promptness upon any such
-----------------
request, such other information regarding the business, properties or financial
condition of any Consolidated Party as Administrative Agent or the Required
Lenders through Administrative Agent may reasonably request.

ARTICLE 8
Appraisal of Collateral

Administrative Agent shall have the right from time to time, as
Administrative Agent may reasonably determine to be appropriate, but not more
than one (1) time in any twelve (12) calendar month period unless (i) there has
occurred a Default or Event of Default, (ii) there has occurred a material
adverse change in any Collateral Property or (iii) an appraisal is required by
applicable bank regulations, to appraise or have appraised each item of
Collateral for purposes of determining the Collateral's then current value,
which appraisals shall be subject to review and adjustment by Administrative
Agent and further subject to Administrative Agent's customary requirements and
the requirements of Title XI of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (FIRREA) requiring all appraisals to conform with the
Uniform Standards of Professional Appraisal Practice (USPAP) published by the
"The Appraisal Foundation". Credit Parties and Lenders acknowledge that
Administrative Agent may, at Administrative Agent's option, utilize "in-house"
appraisers to conduct the appraisals which may be conducted hereunder. Borrower
shall reimburse Administrative Agent on demand for all of the reasonable costs
and expenses which Administrative Agent shall incur in connection with all
appraisals or reappraisals of each item of Collateral. Borrower's obligation to
make such reimbursement payment to Administrative Agent shall be deemed to
constitute part of the Obligations.

ARTICLE 9
Default

Section 9.1 Events of Default. Subject to the terms of any provision of
-----------------
the Credit Documents regarding notice and right to cure, each of the following
shall constitute an Event of Default, whatever the reason for such event and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment or order of any court or any order, rule or
regulation of any governmental or non-governmental body:

(a)   Failure to Pay Indebtedness. Any of the Indebtedness
---------------------------
evidenced by the Notes and this Agreement is not paid when due, regardless of
how such amount may have

PAGE 55

become due, and such failure is not cured within the applicable grace or cure
period provided for in Section 9.2 of this Agreement.

(b)   Nonperformance of Covenants. Any covenant, agreement or
---------------------------
condition herein or in any other Credit Document (other than the financial
covenants listed in Section 9.1(t) and covenants otherwise addressed in another
paragraph of this Section, such as covenants to pay the Indebtedness evidenced
by the Notes and this Agreement) is not fully and timely performed, observed or
kept, and such failure is not cured within the applicable grace or cure period
provided for in Section 9.2 of this Agreement.

(c)   Representations. Any statement, representation or warranty
---------------
in any of the Credit Documents, or in any financial statement or any other
writing heretofore or hereafter delivered to Administrative Agent or any Lender
in connection with this Agreement is false, misleading or erroneous in any
material respect on the date hereof or on the date as of which such statement,
representation or warranty is made.

(d)   Bankruptcy or Insolvency. A Credit Party or any person
------------------------
liable, directly or indirectly, for any of the Indebtedness evidenced by the
Notes and this Agreement, or any Affiliate or Subsidiary of a Credit Party:

(1)   (i) Executes an assignment for the benefit of
creditors, or takes any action in furtherance thereof; or (ii) admits in writing
its inability to pay, or fails to pay, its debts generally as they become due;
or (iii) as a debtor, files a petition, case, proceeding or other action
pursuant to, or voluntarily seeks the benefit or benefits of, Title 11 of the
United States Code as now or hereafter in effect or any other Debtor Relief Law,
or takes any action in furtherance thereof; or (iv) seeks the appointment of a
receiver, trustee, custodian or liquidator of any Collateral or any part thereof
or of any significant portion of its other Property; or

(2)   Suffers the filing of a petition, case, proceeding or
other action against it as a debtor under any Debtor Relief Law or seeking
appointment of a receiver, trustee, custodian or liquidator of the Collateral or
any part thereof or of any significant portion of its other Property, and (i)
admits, acquiesces in or fails to contest diligently the material allegations
thereof, or (ii) the petition, case, proceeding or other action results in entry
of any order for relief or order granting relief sought against it, or (iii) in
a proceeding under the Federal Bankruptcy Code, the case is converted from one
chapter to another, or (iv) fails to have the petition, case, proceeding or
other action permanently dismissed or discharged on or before the earlier of
trial thereon or sixty (60) days next following the date of its filing; or

(3)   Conceals, removes, or permits to be concealed or
removed, any part of its Property, with intent to hinder, delay or defraud its
creditors or any of them, or makes or suffers a transfer of any of its Property
which may be fraudulent under any bankruptcy, fraudulent conveyance or similar
law; or makes any transfer of its Property to or for the benefit of a creditor
at a time when other creditors similarly situated have not been paid; or suffers
or permits, while insolvent, any creditor to obtain a lien (other than as
described in subparagraph (4) below) upon any of its Property through legal
proceedings which are not vacated and such

PAGE 56

lien discharged prior to enforcement thereof and in any event within sixty (60)
days from the date thereof; or

(4) Fails to have discharged within a period of ten (10)
days any attachment, sequestration, or similar writ levied upon any of its
Property; or

(5) Fails to pay immediately any final money judgment
against it.

(e) Transfer of any Collateral. There occurs any sale, lease,
--------------------------
conveyance, assignment, pledge, encumbrance, or transfer of all or any part of
the Collateral or any interest therein, voluntarily or involuntarily, whether by
operation of law or otherwise, except: (i) sales or transfers of items of the
Accessories (as defined in the Mortgage with respect to such Collateral) which
have become obsolete or worn beyond practical use and which have been replaced
by adequate substitutes, owned by Borrower, having a value equal to or greater
than the replaced items when new; and (ii) the grant, in the ordinary course of
business, of a leasehold interest in a part of the improvements on a Collateral
Pool Property to a tenant for occupancy, not in contravention of any provision
of this Agreement or of any other Credit Document.

(f) Transfer of Ownership of Borrower. There occurs any sale,
---------------------------------
pledge, encumbrance, assignment or transfer, voluntarily or involuntarily,
whether by operation of law or otherwise, of any interest in Borrower, directly
or indirectly, without the prior written consent of Lenders, other than transfer
of up to twenty percent (20%) of ownership interests in Borrower provided (i)
Guarantor remains at all times qualified as a real estate investment trust and
in compliance with all applicable provisions of the Code and (ii) Guarantor at
all times controls Borrower and holds not less than eighty percent (80%) of the
legal and beneficial interests in Borrower.

(g) Grant of Easement, Etc. Without the prior written consent
----------------------
of Lender, which will not be unreasonably withheld, Borrower grants any easement
or dedication, files any plat, condominium declaration, or restriction, or
otherwise encumbers any Collateral, or seeks or permits any zoning
reclassification or variance, unless such action is expressly permitted by the
Credit Documents or does not affect any Collateral.

(h) Abandonment.  The owner of any Collateral abandons all or
-----------
any portion of such Collateral.

(i) Default Under Other Lien. A default or event of default
------------------------
occurs and is continuing under any lien, security interest or assignment
covering any Collateral or any part thereof (whether or not Lenders have
consented, and without hereby implying Lenders' consent, to any such lien,
security interest or assignment not created hereunder), or the holder of any
such lien, security interest or assignment declares a default or institutes
foreclosure or other proceedings for the enforcement of its remedies thereunder.

(j) Intentionally omitted.
---------------------

PAGE 57

(k) Intentionally omitted.
---------------------

(l) Liquidation, Etc. There occurs a liquidation, termination,
----------------
dissolution, merger, consolidation or failure to maintain good standing in the
State of Georgia (and any state in which such Collateral is located) of the
owner of any Collateral or any Credit Party.

(m) Material, Adverse Change. In Lenders' reasonable opinion,
------------------------
the prospect of payment of all or any part of the Indebtedness evidenced by the
Notes and this Agreement has been impaired because of a material, adverse change
in the financial condition, results of operations, business or properties of any
Credit Party.

(n) Enforceability; Priority. Any Credit Document shall for
------------------------
any reason without Lenders' specific written consent cease to be in full force
and effect, or shall be declared null and void or unenforceable in whole or in
part, or the validity or enforceability thereof, in whole or in part, shall be
challenged or denied by any party thereto other than Lenders; or the liens,
interests, security agreements or security interests of Lenders in any of the
Collateral become unenforceable in whole or in part, or cease to be of the
priority herein required, or the validity or enforceability thereof, in whole or
in part, shall be challenged or denied by Borrower or any person obligated to
pay any part of the secured indebtedness.

(o) Other Credit Documents. A default or event of default
----------------------
occurs under any Credit Document, other than this Agreement, and the same is not
remedied within the applicable period of grace (if any) provided in such
document.

(p) Default Under Interest Rate Protection  Agreement.  A
--------------------------------------------------
default or event of default occurs under any Interest Rate Protection Agreement,
or Borrower fails to pay any sum due under any Interest Rate Protection
Agreement when due.

(q) Final Judgment. A final judgment (the payment of which is
--------------
not covered by insurance) shall be entered by any court against any Credit Party
for the payment of money which exceeds $250,000, or a warrant of attachment or
execution or similar process shall be issued or levied against property of any
Credit Party which exceeds in value $250,000, and if, within thirty (30) days
after the entry, issue or levy thereof, such judgment, warrant or process shall
not have been paid or discharged or stayed pending appeal, or if, after the
expiration of any such stay, such judgment, warrant or process shall not have
been paid or discharged; or

(r) Default Under Other Indebtedness. There shall occur any
--------------------------------
default under any indenture, agreement or instrument evidencing Indebtedness of
any Credit Party to any Person in an amount in excess of $250,000 which
continues beyond the expiration of any applicable grace or cure period.

(s) Default Under Major Lease.  There shall occur a default
-------------------------
under any Major Lease (as defined in any Mortgage) which continues beyond the
expiration of any applicable grace or cure period.

PAGE 58

(t) Default Under Financial Covenants. A Default occurs
---------------------------------
under any covenant, agreement or condition under Section 5.13, Section 5.14,
Section 5.15, Section 5.16 or Article 6 of this Agreement.

Section 9.2  Notice and Cure; Remedies. If an Event of Default shall
-------------------------
have occurred and shall be continuing unless and until such Event of Default has
been waived by the Required Lenders, the Supermajority Lenders or all of the
Lenders, as applicable (pursuant to the voting requirements of Section 11.14),
or cured to the satisfaction of the Required Lenders, the Supermajority Lenders
or all of the Lenders, as applicable (pursuant to the voting procedures of
Section 11.14), Administrative Agent shall, upon request and direction of
Required Lenders, take any of the following actions:

(a)  Lenders agree, by acceptance of this Agreement, that
notwithstanding anything to the contrary contained herein or in any of the other
Credit Documents, upon the occurrence of any default of the type described in
Subparagraphs (a) or (b) of Section 9.1 of this Agreement, Lenders will not
accelerate the maturity of the Notes or the secured indebtedness and will not
exercise any of their other rights and remedies hereunder or under the other
Credit Documents until and unless Administrative Agent has first given notice of
such default to Borrower, in the manner prescribed in Section 11.1 of this
Agreement, and Borrower has failed to cure such default within the following
periods of time:

(i)  If such default is a default of the type described in
Subparagraph (a) of Section 9.1 of this Agreement, Borrower shall have a period
of five (5) days from and after the effective date of such notice within which
to cure such default; or

(ii) If such default is a default of the type described in
Subparagraph (b) of Section 9.1 of this Agreement, Borrower shall have a period
of thirty (30) days from and after the effective date of such notice within
which to cure such default; provided, however, if such default (other than a
default under Section 5.17) cannot be cured within the thirty (30) day period,
but Borrower has commenced and is diligently pursuing its cure, Borrower shall
have an additional reasonable period to complete such cure not to exceed, in any
event, ninety (90) days from the occurrence of such default.

After the occurrence of three (3) such defaults, and the giving of notice
thereof by Administrative Agent, Administrative Agent shall not be obligated to
give to Borrower any further notice of default or opportunity to cure the same.
The agreements set forth in this Section 9.2(a) do not and shall not be deemed
to prevent or prohibit Lenders from terminating Lenders' Commitment to make
Loans hereunder, following the occurrence of a default, until and unless such
default shall have been cured.

If Lenders shall fail to give such notice and right to cure to Borrower as
provided herein, the sole and exclusive remedy of Borrower for such failure
shall be to seek appropriate equitable relief to enforce the agreement to give
such notice and right to cure and to have any acceleration of the maturity of
the Notes and the secured indebtedness postponed or revoked and foreclosure or
other proceedings in connection therewith delayed or terminated pending or upon
the curing of

PAGE 59

such default in the manner and during the period of time permitted by such
agreement, and Borrower shall have no right to damages or any other type of
relief not herein specifically set out against any Lender, all of which damages
or other relief are hereby waived by Borrower. Nothing herein or in any of the
other Credit Documents shall operate or be construed to add on or make
cumulative any cure or grace periods specified in any of the Credit Documents.

(b) Upon the occurrence and continuance of an Event of
Default specified in Section 9.1(d), such principal, interest and other amounts
shall thereupon and concurrently therewith become due and payable and Lenders'
Commitment to make Loans hereunder shall forthwith terminate, all without any
action by Administrative Agent, Lenders or the holders of the Notes and without
presentment, demand, protest or other notice of any kind, all of which are
expressly waived, anything in this Agreement or in the Notes to the contrary
notwithstanding.

(c) With the exception of an Event of Default specified in
Section 9.1(d), and after expiration of any notice and cure periods to which
Borrower is entitled pursuant to Subsection (a) of this Section 9.2, Lenders
shall, at Lenders' sole option, have the right to (i) terminate the Commitment
to lend hereunder or (ii) declare the principal of and interest on the Loans and
the Notes and all other amounts owed under this Agreement or the Notes to be
forthwith due and payable without presentment, demand, protest or notice of any
kind, all of which are hereby expressly waived, anything in this Agreement or in
the Notes to the contrary notwithstanding, or both.

(d) Administrative Agent shall exercise all of the
post-default rights granted under the Credit Documents or under Applicable Law.

(e) The rights and remedies of Administrative Agent
hereunder shall be cumulative, and not exclusive.

ARTICLE 10
Agency Provisions

Section 10.1 Appointment, Powers and Immunities.  Each Lender hereby
----------------------------------
irrevocably appoints and authorizes Administrative Agent to act as its
Administrative Agent under this Agreement and the other Credit Documents with
such powers and discretion as are specifically delegated to Administrative Agent
by the terms of this Agreement and the other Credit Documents, together with
such other powers as are reasonably incidental thereto. Administrative Agent
(which term as used in this sentence and in Section 10.5 and the first sentence
of Section 10.6 hereof shall include its Affiliates and its own and its
Affiliates' officers, directors, employees, and agents): (a) shall not have any
duties or responsibilities except those expressly set forth in this Agreement
and shall not be a trustee or fiduciary for any Lender; (b) shall not be
responsible to the Lenders for any recital, statement, representation, or
warranty (whether written or oral) made in or in connection with any Credit
Document or any certificate or other document referred to or provided for in, or
received by any of them under, any Credit Document, or for the value, validity,
effectiveness, genuineness, enforceability, or sufficiency of any Credit
Document, or any other document referred to or provided for therein or for any
failure by any Credit Party or

PAGE 60

any other Person to perform any of its obligations thereunder; (c) shall not be
responsible for or have any duty to ascertain, inquire into, or verify the
performance or observance of any covenants or agreements by any Credit Party or
the satisfaction of any condition or to inspect the property (including the
books and records) of any Credit Party or any of its Subsidiaries or Affiliates;
(d) shall not be required to initiate or conduct any litigation or collection
proceedings under any Credit Document; and (e) shall not be responsible for any
action taken or omitted to be taken by it under or in connection with any Credit
Document, except for its own gross negligence or willful misconduct.
Administrative Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care.

Section 10.2 Reliance by Administrative Agent. Administrative Agent
--------------------------------
shall be entitled to rely upon any certification, notice, instrument, writing,
or other communication (including, without limitation, any thereof by telephone
or telecopy) believed by it to be genuine and correct and to have been signed,
sent or made by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel for any Credit Party),
independent accountants, and other experts selected by Administrative Agent.
Administrative Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until Administrative Agent receives
and accepts an Assignment and Acceptance executed in accordance with Section
11.5(b) hereof. As to any matters not expressly provided for by this Agreement,
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding on all of the
Lenders; provided, however, that Administrative Agent shall not be required to
--------  -------
take any action that exposes Administrative Agent to personal liability or that
is contrary to any Credit Document or applicable law or unless it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking any such action.

Section 10.3 Defaults. Administrative Agent shall not be deemed to have
--------
knowledge or notice of the occurrence of a Default or Event of Default (except
for the non-payment of interest, principal and any fees payable under the Loan)
unless Administrative Agent has received written notice from a Lender or one of
the Credit Parties specifying such Default or Event of Default and stating that
such notice is a "Notice of Default". In the event that Administrative Agent
receives such a notice of the occurrence of a Default or Event of Default,
Administrative Agent shall give prompt notice thereof to Lenders. Administrative
Agent shall (subject to Section 10.2 hereof) take such action with respect to
such Default or Event of Default as shall reasonably be directed by the Required
Lenders, provided that, unless and until Administrative Agent shall have
-------- ----
received such directions, Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interest of
the Lenders.

Section 10.4 Rights as a Lender. With respect to its Commitment and the
------------------
Loans made by it, Bank of America, N.A. (and any successor acting as
Administrative Agent) in its capacity as a Lender hereunder shall have the same
rights and powers hereunder as any other Lender and

PAGE 61

may exercise the same as though it were not acting as Administrative Agent, and
the term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include Administrative Agent in its individual capacity. Bank of America, N.A.
(and any successor acting as Administrative Agent) and its Affiliates may
(without having to account therefor to any Lender) accept deposits from, lend
money to, make investments in, provide services to, and generally engage in any
kind of lending, trust, or other business with any Credit Party or any of its
Subsidiaries or Affiliates as if it were not acting as Administrative Agent, and
Bank of America, N.A. (and any successor acting as Administrative Agent) and its
Affiliates may accept fees and other consideration from any Credit Party or any
of its Subsidiaries or Affiliates for services in connection with this Agreement
or otherwise without having to account for the same to Lenders.

Section 10.5 Indemnification. Lenders agree to indemnify the
---------------
Administrative Agent only in its capacity as Administrative Agent (to the extent
not reimbursed under Section 11.5 hereof, but without limiting the obligations
of Borrower under such Section) ratably in accordance with their respective
Commitments, for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys'
fees), or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against Administrative Agent (including by any
Lender) in any way relating to or arising out of any Credit Document or the
transactions contemplated thereby or any action taken or omitted by
Administrative Agent under any Credit Document; provided that no Lender shall be
--------
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse Administrative
Agent promptly upon demand for its ratable share of any costs or expenses
payable by Borrower under Section 11.5, to the extent that Administrative Agent
is not promptly reimbursed for such costs and expenses by Borrower. The
agreements in this Section 10.5 shall survive the repayment of the Loans and
other obligations under the Credit Documents and the termination of the
Commitments hereunder.

Section 10.6 Non-Reliance on Administrative Agent and Other Lenders.
------------------------------------------------------
Each Lender agrees that it has, independently and without reliance on
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Credit Parties and their Subsidiaries and decision to enter into this Agreement
and that it will, independently and without reliance upon Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under the Credit Documents. Except for notices,
reports, and other documents and information expressly required to be furnished
to Lenders by Administrative Agent hereunder, Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition, or business of any
Credit Party or any of its Subsidiaries or Affiliates that may come into the
possession of Administrative Agent or any of its Affiliates.

Section 10.7 Successor Administrative Agent. Administrative Agent may
------------------------------
resign at any time by giving thirty (30) days written notice thereof to the
Lenders and Borrower. Administrative Agent may be removed at any time for cause
by a majority of the Lenders,

PAGE 62

provided that Borrower and the other Lenders shall be promptly notified thereof.
Upon any such resignation or removal, the Required Lenders shall have the right
to appoint a successor Administrative Agent with the consent of Borrower, such
consent not to be unreasonably withheld or delayed; provided, however, that
Borrower shall have no right to consent to such appointment to the extent an
Event of Default is continuing at the time of such appointment. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation or notice of removal by a
majority of the Lenders, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent which shall be a
commercial bank organized or licensed under the laws of the United States of
America having combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor,
such successor shall thereupon succeed to and become vested with all the rights,
powers, discretion, privileges, and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Article 10
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.

Section  10.8 Minimum Commitments by Agent.  Subsequent  to the
----------------------------
Closing Date, Bank of America, N.A. agrees to maintain a Commitment in the
amount equal to or greater than $25,000,000 for so long as (i) no Event of
Default has occurred and is continuing and (ii) Bank of America, N.A. remains as
Administrative Agent; provided that Bank of America, N.A. may participate or
--------
assign any of such amount to a Federal Reserve Bank or a majority owned
subsidiary of Bank of America, N.A.

PAGE 63

ARTICLE 11
Miscellaneous

Section 11.1  Notices. All notices, requests, consents, demands and
-------
other communications required or which any party desires to give hereunder or
under any other Credit Document shall be in writing and, unless otherwise
specifically provided in such other Credit Document, shall be deemed
sufficiently given or furnished if delivered by personal delivery, by courier,
or by registered or certified United States mail, postage prepaid, addressed to
the party to whom directed at the address, in the case of Borrower, Guarantor
and Administrative Agent, set forth below, and in the case of Lenders, set forth
on Schedule 2.1 (unless changed by similar notice in writing given by the
------------
particular party whose address is to be changed) or by facsimile. Any such
notice or communication shall be deemed to have been given and to be effective
either at the time of personal delivery or, in the case of courier or mail, as
of the date of first attempted delivery at the address and in the manner
provided herein, or, in the case of facsimile, when transmitted (as evidence by
written confirmation and provided a hard copy thereof is delivered by another
means as herein provided). Notwithstanding the foregoing, no notice of change of
address shall be effective except upon receipt. This Section shall not be
construed in any way to affect or impair any waiver of notice or demand provided
in any Credit Document or to require giving of notice or demand to or upon any
person in any situation or for any reason.

All notices and other communications to Administrative Agent shall be given at
the following address:

Bank of America, N.A.
Real Estate Banking Group
Bank of America Plaza, Sixth Floor
600 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attn.: Gerald R. Massey, Jr.
Facsimile: (404) 607-4145

All notices and other communications to Borrower shall be given at the following
address:

Wells Operating Partnership, L.P.
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092

All notices and other communications to Guarantor shall be given at the
following address:

Wells Real Estate Investment Trust, Inc.
c/o 6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092

Any party hereto may change the address to which notices shall be directed under
this Section 11.1 by giving ten (10) days' written notice of such change to the
other party.

PAGE 64

Section 11.2  Fees and Expenses. To the extent not prohibited by
-----------------
applicable law, Borrower will promptly pay, and will reimburse to Administrative
Agent and Lenders on demand to the extent paid by Administrative Agent or any
Lender:

(a)   all fees and expenses of Administrative Agent in
connection with the preparation, negotiation, syndication, execution and
delivery of this Agreement and the other Credit Documents, and the transactions
contemplated hereunder and thereunder and the making of any Loan hereunder,
including, but not limited to, recording fees, title insurance premiums,
environmental consulting fees, surveyors' fees and the fees and disbursements of
counsel for Administrative Agent;

(b)   all fees and expenses incurred by Administrative Agent in
connection with the appraisal of each item of Collateral;

(c)   all out-of-pocket expenses of Administrative Agent in
connection with the administration of the transactions contemplated in this
Agreement or the other Credit Documents, the preparation, negotiation, execution
and delivery of any waiver, amendment or consent by Administrative Agent or
Lenders relating to this Agreement or the other Credit Documents, including, but
not limited to, the fees and disbursements of counsel for Administrative Agent;
and all costs and expenses, including reasonable attorneys' fees and expenses,
incurred or expended in connection with the exercise of any right or remedy, or
the enforcement of any obligation of Borrower, hereunder or under any other
Credit Document;

(d)   all taxes, assessments, general or special, and other
charges levied on, or assessed, placed or made against any of the Collateral,
the Notes or the Obligations;

(e)   all out-of-pocket costs and expenses of any
restructuring, refinancing or "work out" of the transactions contemplated by
this Agreement, and of obtaining performance under this Agreement or the other
Credit Documents, and all out-of-pocket costs and expenses of collection if
default is made in the payment of the Note, which in each case shall include
those reasonable fees and out-of-pocket expenses of counsel for Administrative
Agent, and the reasonable fees and out-of-pocket expenses of any experts,
agents, or consultants of Administrative Agent, actually incurred; and

(f)   all appraisal fees, filing and recording fees, taxes,
brokerage fees and commissions, abstract fees, title search or examination fees,
title policy and endorsement premiums and fees, uniform commercial code search
fees, escrow fees, reasonable attorneys' fees, architect fees, construction
consultant fees, environmental inspection fees, survey fees, and all other
out-of-pocket costs and expenses of every character incurred by Borrower or
Administrative Agent or any Lender in connection with the preparation of the
Credit Documents, and any and all amendments and supplements to this Agreement
or any other Credit Documents or any approval, consent, waiver, release or other
matter requested or required hereunder or thereunder, or otherwise attributable
or chargeable to Borrower as owner of the Property.

PAGE 65

Section 11.3  Waivers. The rights and remedies of Administrative Agent
-------
and Lenders under this Agreement and the other Credit Documents shall be
cumulative and not exclusive of any rights or remedies which they would
otherwise have. No failure or delay by Administrative Agent or any Lender in
exercising any right shall operate as a waiver of such right. Lenders expressly
reserve the right to require strict compliance with the terms of this Agreement
in connection with any funding of a request for a Loan. In the event Lenders
decide to fund a Loan at a time when Borrower is not in strict compliance with
the terms of this Agreement, such decision by Lenders shall not be deemed to
constitute an undertaking by Lenders to fund any further requests for Loans or
preclude Lenders from exercising any rights available to Lenders under the
Credit Documents or at law or equity. Any waiver or indulgence granted by
Lenders shall not constitute a modification of this Agreement, except to the
extent expressly provided in such waiver or indulgence, or constitute a course
of dealing by Administrative Agent or Lenders at variance with the terms of this
Agreement such as to require further notice by Administrative Agent of Lenders'
intent to require strict adherence to the terms of this Agreement in the future.
Any such actions shall not in any way affect the ability of Lenders, in Lenders'
discretion, to exercise any rights available to Lenders under this Agreement or
under any other agreement, whether or not any Lender is a party, relating to
Borrower.

Section 11.4  Set-Off. In addition to any rights now or hereafter
-------
granted under Applicable Law and not by way of limitation of any such rights,
upon the occurrence of an Event of Default and during the continuation thereof,
subject to the written consent of all Lenders, each Lender and any subsequent
holder of the Notes is hereby authorized by Borrower at any time or from time to
time, without notice to Borrower or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, time or demand, including, but not limited to,
Indebtedness evidenced by certificates of deposit, in each case whether matured
or unmatured) and any other Indebtedness at any time held or owing by such
Lender or such holder to or for the credit or the account of Borrower, against
and on account of the obligations and liabilities of Borrower, to such Lender or
such holder under this Agreement, the Notes and any other Credit Document,
including, but not limited to, all claims of any nature or description arising
out of or connected with this Agreement, the Notes or any other Credit Document,
irrespective of whether or not (a) Lenders or the holder of the Notes shall have
made any demand hereunder or (b) Lenders shall have declared the principal of
and interest on the Loans and Notes and other amounts due hereunder to be due
and payable as permitted by Section 9.2 and although said obligations and
liabilities or any of them, shall be contingent or unmatured. Any sums obtained
by any Lender or by any subsequent holder of the Notes shall be subject to the
application of payments provisions of Article 2 hereof.

Section 11.5  Benefit of Agreement; Assignments.
---------------------------------

(a)   This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; provided that none of the Credit Parties may assign or transfer
--------
any of its interests and obligations without prior written consent of
Administrative Agent and, unless an Event of Default has occurred and is
continuing at the time any assignment is effected, Borrower, which consent shall
not be unreasonably withheld;

PAGE 66

provided further that the rights of each Lender to transfer, assign or grant
-------- -------
participations in its rights and/or obligations hereunder shall be limited as
set forth in this Section 11.5.

(b)  Each Lender may assign to one or more Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Loans, its Notes, and its
Commitment); provided, however, that
--------  -------

(i)   each such assignment shall be to an Eligible Assignee;

(ii)  except in the case of an assignment to another Lender
or an assignment of all of a Lender's rights and obligations under this
Agreement, any such partial assignment shall be in an amount at least equal to
$10,000,000 (or, if less, the remaining amount of the Commitment being assigned
by such Lender) or an integral multiple of $1,000,000 in excess thereof
(provided that such assigning Lender must, at the time of such partial
assignment, retain a Commitment in an amount at least equal to $10,000,000);

(iii) each such assignment by a Lender shall be of a
constant, and not varying, percentage of all of its rights and obligations under
this Agreement and the Notes; and

(iv)  the parties to such assignment shall execute and
deliver to Administrative Agent for its acceptance an Assignment and Acceptance
in the form of Exhibit 11.5(b) hereto, together with any Note subject to such
---------------
assignment and a processing fee of $2,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section 11.5(b), the assignor,
Administrative Agent and Borrower shall make appropriate arrangements so that,
if required, new Notes are issued to the assignor and the assignee. If the
assignee is not incorporated under the laws of the United States of America or a
state thereof, it shall deliver to Borrower and Administrative Agent
certification as to exemption from deduction or withholding of Taxes in
accordance with Section 2.18.

(c)  Administrative Agent shall maintain at its address referred
to in Section 11.1 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
Lenders and the Commitment of, and principal amount of the Loans owing to, each
Lender from time to time (the "Register"). The entries in the Register shall be
--------
conclusive and binding for all purposes, absent manifest error, and Borrower,
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

PAGE 67

(d)  Upon its receipt of an Assignment and Acceptance executed by
the parties thereto, together with any Note subject to such assignment and
payment of the processing fee, Administrative Agent shall, if such Assignment
and Acceptance has been completed and is in substantially the form of Exhibit
-------
11.5(b) hereto, (i) accept such Assignment and Acceptance, (ii) record the
-------
information contained therein in the Register and (iii) give prompt notice
thereof to the parties thereto.

(e)  Each Lender may sell participations (each in an amount at
least equal to $10,000,000 or an integral multiple of $1,000,000 in excess
thereof) to one or more Persons (which may include other Lenders or an affiliate
of a Lender but shall exclude Credit Parties and any affiliate of any Credit
Party) in all or a portion of its rights, obligations or rights and obligations
under this Agreement (including all or a portion of its Commitment or its
Loans); provided, however, that (i) such Lender's obligations under this
--------  -------
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the yield protection
provisions contained in Sections 2.14 through 2.19, inclusive, and the right of
set-off contained in Section 11.4, and (iv) Borrower shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of Borrower relating to its Loans and its Notes and to
approve any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on such Loans or
Notes, extending any scheduled principal payment date or date fixed for the
payment of interest on such Loans or Notes, or extending its Commitment).

(f)  Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any portion of
its Loans and its Notes to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Lender from its
obligations hereunder.

(g)  Any Lender may furnish any information concerning Borrower
or any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants),
subject, however, to the provisions of Section 11.15 hereof.

Section 11.6  Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.

Section 11.7  Governing Law; Submission to Jurisdiction; Venue.
------------------------------------------------

(a)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE

PAGE 68

WITH THE LAWS OF THE STATE OF GEORGIA. Any legal action or proceeding with
respect to this Agreement or any other Credit Document may be brought in the
courts of the State of Georgia in Fulton County, or of the United States for the
Northern District of Georgia, and, by execution and delivery of this Agreement,
each of the Credit Parties hereby irrevocably accepts for itself and in respect
of its property, generally and unconditionally, the nonexclusive jurisdiction of
such courts. Each of the Credit Parties further irrevocably consents to the
service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at the address set out for notices pursuant to Section
11.1, such service to become effective three (3) days after such mailing.
Nothing herein shall affect the right of Administrative Agent or any Lender to
serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction.

(b)  Each of the Credit Parties hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts referred to in
subsection (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

(c)  TO THE EXTENT PERMITTED BY LAW, EACH OF ADMINISTRATIVE
AGENT, LENDERS, BORROWER AND ANY OTHER CREDIT PARTIES HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.8  Severability. Any provision of this Agreement which is
------------
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

Section 11.9  Headings. Headings used in this Agreement are for convenience
--------
only and shall not be used in connection with the interpretation of any
provision hereof.

Section 11.10 Interest. In no event shall the amount of interest due or
--------
payable hereunder or under the Notes exceed the maximum rate of interest allowed
by Applicable Law, and in the event any such payment is inadvertently made by
Borrower or inadvertently received by Administrative Agent or any Lender, then
such excess sum shall be credited as a payment of principal, unless Borrower
shall notify Administrative Agent in writing that it elects to have such excess
sum returned forthwith. It is the express intent hereof that Borrower not pay
and Administrative Agent and Lenders not receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may legally be paid by
Borrower under Applicable Law.

PAGE 69

Section 11.11 Entire Agreement. Except as otherwise expressly provided
----------------
herein, this Agreement and the other documents described or contemplated herein
embody the entire Agreement and understanding among the parties hereto and
thereto and supersede all prior agreements, understandings, and conversations
relating to the subject matter hereof and thereof. Borrower represents and
warrants to Administrative Agent that it has read the provisions of this Section
and discussed the provisions of this Section and the rest of this Agreement with
counsel for Borrower, and Borrower acknowledges and agrees that Administrative
Agent is expressly relying upon such representations and warranties of Borrower
(as well as the other representations and warranties of Borrower set forth in
Article 4 hereof) in entering into this Agreement.

Section 11.12 Amendment and Restatement. This Agreement amends and
-------------------------
restates that certain Amended and Restated Revolving Loan Agreement dated as of
January 31, 2001 among Borrower, Guarantor and Administrative Agent in its
capacity as lender, and is intended to supersede and replace the prior
agreement.

Section 11.13 Other Relationships. No relationship created hereunder or
-------------------
under any other Credit Document shall in any way affect the ability of
Administrative Agent to enter into or maintain business relationships with
Borrower, or any of its Affiliates, beyond the relationships specifically
contemplated by this Agreement and the other Credit Documents.

Section 11.14 Amendment, Waivers and Consents. Neither this Agreement
-------------------------------
nor any other Credit Document nor any of the terms hereof or thereof may be
amended, changed, waived, discharged or terminated unless such amendment,
change, waiver, discharge or termination is in writing entered into by, or
approved in writing by, Required Lenders and Borrower, provided, however, that:
--------  -------

(a)   without the consent of each Lender affected thereby,
neither this Agreement nor any of the other Credit Documents may be amended,
supplemented or modified to:

(i)    extend the final maturity of any Loan,

(ii)   reduce the rate or extend the time of payment of
interest (other than as a result of waiving the applicability of any
post-default increase in interest rates) thereon or Fees hereunder,

(iii)  reduce or waive the principal amount of any Loan,

(iv)   increase the Committed Amount or the Commitment of
a Lender over the amount thereof in effect (it being understood and agreed that
a waiver of any Default or Event of Default or mandatory reduction in the
Commitments shall not constitute a change in the terms of any Commitment of any
Lender),

(v)    release (i) Borrower, or (ii) Guarantor or any
other Credit Party, from its or their obligations under the Credit Documents, or
modify the Guaranty Agreement,

PAGE 70

(vi)     amend, modify or waive any provision of this
Section 11.14,

(vii)    reduce any percentage specified in, or
otherwise modify, the definition of Required Lenders and Supermajority Lenders;

(viii)   consent to the  assignment  or transfer by
any Borrower (or another Credit Party) of any of its rights and obligations
under (or in respect of) the Credit Documents except as permitted thereby, or

(ix)     consent to the addition of Collateral to the
Collateral Pool;

(b)      without the consent of the Supermajority Lenders, no
provision of Section 6.1(a), Section 6.2(a) or Section 6.2(b) or the definitions
utilized therein may be amended, modified, supplemented or deleted; and

(c)      without the consent of Administrative Agent, no
provision of Section 10 may be amended, modified, supplemented or deleted.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any bankruptcy reorganization plan that affects the
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (y) Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency proceeding.

Section 11.15 Confidentiality. Administrative Agent and each Lender
---------------
(each, a "Lending Party") agrees to keep confidential any information furnished
-------------
or made available to it by Borrower and Guarantor pursuant to this Agreement
that is marked confidential; provided that nothing herein shall prevent any
--------
Lending Party from disclosing such information (a) to any other Lending Party or
any Affiliate of any Lending Party, or any officer, director, employee, agent,
or advisor of any Lending Party or Affiliate of any Lending Party, (b) to any
other Person if reasonably incidental to the administration of the credit
facility provided herein, (c) as required by any law, rule, or regulation, (d)
upon the order of any court or administrative agency, (e) upon the request or
demand of any regulatory agency or authority, (f) that is or becomes available
to the public or that is or becomes available to any Lending Party other than as
a result of a disclosure by any Lending Party prohibited by this Agreement, (g)
in connection with any litigation to which such Lending Party or any of its
Affiliates may be a party as necessary to fully assert its claims or to defend
itself with respect to such litigation or as otherwise required in connection
with any other litigation to which such Lending Party or any of its Affiliates
may be a party, (h) to the extent necessary in connection with the exercise of
any remedy under this Agreement or any other Credit Document, and (i) subject to
provisions substantially similar to those contained in this Section 11.15, to
any actual or proposed participant or assignee.

PAGE 71

Section 11.16 Conflict. To the extent that there is a conflict or
--------
inconsistency between any provision hereof, on the one hand, and any provision
of any Credit Document, on the other hand, this Agreement shall control.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PAGE 72

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.

BORROWER:                     WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:      Wells Real Estate Investment Trust, Inc.,
a Maryland corporation,
General Partner

By:/s/ Leo F. Wells
--------------------------
Name: Leo F. Wells, III
--------------------
Title: President
--------------------

[CORPORATE SEAL]

GUARANTOR:                    WELLS REAL ESTATE INVESTMENT TRUST, INC.,
a Maryland corporation, General Partner

By:/s/ Leo F. Wells
-----------------------------------
Name: Leo F. Wells, III
---------------------------------
Title: President
--------------------------------
[CORPORATE SEAL]

[SIGNATURES CONTINUED ON NEXT PAGE]

PAGE 73

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

LENDERS:       BANK OF AMERICA, N.A., a national banking association,
individually in its capacity as a Lender and in its capacity as
Administrative Agent

By: /s/ Gerald R Massey, JR.
-----------------------------------
Name: GERALD R. MASSEY, JR.
---------------------------------
Title: SENIOR VICE PRESIDENT
--------------------------------

[BANK SEAL]

[SIGNATURES CONTINUED ON NEXT PAGE]

PAGE 74

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GUARANTY BANK,
a national banking association

By: /s/ Richard V. Thompson
-------------------------
Name: Richard V. Thompson
-----------------------
Title: Senior Vice President
----------------------

[BANK SEAL]

[SIGNATURES CONTINUED ON NEXT PAGE]

PAGE 75

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually in its capacity as a Lender

By: /s/ Samuel Wammock
--------------------------
Name: Samuel Wammock
------------------------
Title: Vice President
-----------------------

[BANK SEAL]

PAGE 76

SCHEDULE 1.1(a)
---------------

ACQUISITION COST OF EXISTING COLLATERAL

California Property                                          $18,400,000

Illinois Property                                            $16,900,000

New Jersey Property                                          $35,100,000

Pennsylvania Property                                        $9,825,000

Michigan Property                                            $18,710,000

Minnesota Property                                           $52,800,000

SCHEDULE 1.1 (a)

SCHEDULE 2.1
------------

LENDERS

LENDER:                                                   COMMITMENT PERCENTAGE:
------                                                    ---------------------

Bank of America, N.A.
Real Estate Banking Group
Bank of America Plaza - Sixth Floor
600 Peachtree Street, N.E.                                     41.1764706%
Atlanta, Georgia  30308
Facsimile No.:  404-607-4145

Guaranty Bank
833 Douglas Avenue
Suite 1000
Dallas, Texas  75225                                           29.4117647%
Facsimile No.:  214-360-1661

Wells Fargo Bank, National Association
2859 Paces Ferry Road
Suite 1805
Atlanta, Georgia  30339                                        29.4117647%
Facsimile No.:  770-435-2262

SCHEDULE 2.1

EXHIBIT 10.24

CONSTRUCTION LOAN AGREEMENT

CONSTRUCTION LOAN AGREEMENT
---------------------------
(Syndication)

THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is made by and among each
---------
lender from time to time a party hereto (individually, a "Lender" and
------
collectively, the "Lenders"), and BANK OF AMERICA, N.A., a national banking
-------
association as Administrative Agent, and WELLS OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("Borrower"), who agree as follows:
--------

ARTICLE 1 - THE LOAN

1.1 General Information and Exhibits. This Agreement includes the Exhibits
--------------------------------
listed below which are marked by an "X", all of which Exhibits are attached
hereto and made a part hereof for all purposes. Borrower and Lenders agree that
if any Exhibit to be attached to this Agreement contains blanks, the same shall
be completed correctly and in accordance with this Agreement prior to or at the
time of the execution and delivery thereof.

X      Exhibit "A"   -  Legal Description of the Land
------
X      Exhibit "B"   -  Basic Information
------
X      Exhibit "C"   -  Certain Conditions Precedent to the First Advance
------
X      Exhibit "D"   -  Budget
------
X      Exhibit "E"   -  Plans
------
X      Exhibit "F"   -  Advances
------
X      Exhibit "F-1" -  Draw Request
------
X      Exhibit "G"   -  Survey Requirements
------
Exhibit "H"   -  Permanent Loan
------
X      Exhibit "I"   -  Leasing and Tenant Matters
------
X      Exhibit "J"   -  List of Required Bonds
------
Exhibit "K"   -  Letters of Credit
------
X      Exhibit "L"   -  Assignment and Acceptance
------
X      Exhibit "M"   -  Promissory Note
------
X      Exhibit "N"   -  Schedule of Lenders
------

The Exhibits contain other terms, provisions and conditions applicable to the
Loan. Capitalized terms used in this Agreement shall have the meanings assigned
to them in the Basic Information set forth in Exhibit "B" (the "Basic
-----------       -----
Information"). This Agreement and the other Loan Documents, which must be in
-----------
form, detail and substance satisfactory to Lenders, evidence the agreements of
Borrower and Lenders with respect to the Loan. Borrower shall comply with all of
the Loan Documents.

1.2 Purpose. The proceeds of the Loan shall be used by Borrower to pay (i)
-------
the cost of the construction of the Improvements on the Land and (ii) other
fees, costs and expenses relating to the Property if and to the extent that such
costs are specifically provided for in the Loan Allocation column in the Budget.

1.3 Commitment to Lend. Borrower agrees to borrow from each Lender, and
------------------
each Lender severally agrees to make advances of its Pro Rata Share of the Loan
proceeds to Borrower in amounts

PAGE 1

at any one time outstanding not to exceed such Lender's Pro Rata Share of the
Loan and (except for Administrative Agent with respect to Administrative Agent
Advances), on the terms and subject to the conditions set forth in this
Agreement and Exhibit "C" and Exhibit "F" attached to this Agreement. Lender's
-----------     ----------
commitment to lend shall expire and terminate (a) automatically on the Advance
Termination Date; (b) automatically if the Loan is prepaid in full; and (c)
automatically upon the occurrence of a Default. The Loan is not revolving. Any
amount repaid may not be reborrowed.

1.4 Budget. Loan funds are allocated to payment of the costs of the Project
------
shown in the "Loan Allocation" column of the Budget attached to this Agreement
as Exhibit "D". Borrower shall not amend the Budget, or otherwise reallocate
----------
Loan funds from one Budget line item to another, without the prior written
approval of Administrative Agent in its sole discretion. The Budget has been
prepared by Borrower, and Borrower represents to Administrative Agent and
Lenders that the Budget includes all costs incident to the Loan and the Project
through the maturity date of the Loan (collectively, the "Aggregate Cost") after
--------------
taking into account the requirements of this Agreement, including "hard" and
"soft" costs, fees and expenses. Unless approved by Administrative Agent in its
sole discretion, no advance shall be made (a) for any cost not set forth in the
Budget, (b) from any line item in the Budget that, when added to all prior
advances from that line item, would exceed the lesser of (i) the actual cost
incurred by Borrower for such line item, or (ii) the sum shown in the "Loan
Allocation" column in the Budget for such line item, (c) from any contingency
line item, or (d) to pay interest on the Loan after commencement of operations
in the Improvements if and to the extent that, subject to the provisions of
Exhibit "I", there is sufficient net operating income from the Property to pay
-----------
such interest. Advances from any line item in the Budget for purposes other than
those for which amounts are initially allocated to such line item, or changes in
the relative amounts allocated to particular line items in the Budget may only
be made as Administrative Agent in its sole discretion deems necessary or
advisable.

1.5 Borrower's Deposit. If at any time Administrative Agent determines that
------------------
the sum of: (i) any unadvanced portion of the Loan to which Borrower is
entitled, plus (ii) the portions of the Aggregate Cost that are to be paid by
Borrower from other funds that, to Administrative Agent's satisfaction, are
available, set aside and committed, is or will be insufficient to pay the actual
unpaid Aggregate Cost, Borrower shall, within seven (7) days after written
notice from Administrative Agent, deposit with Administrative Agent the amount
of the deficiency ("Borrower's Deposit") in an interest-bearing account of
------------------
Administrative Agent's selection with interest earned thereon to be part of
Borrower's Deposit. Such Borrower's Deposit is hereby pledged to Administrative
Agent and Lenders as additional security for the Loan, and Borrower hereby
grants and conveys to Administrative Agent for the ratable benefit of
Administrative Agent and Lenders a security interest in all funds so deposited
with Administrative Agent, as additional security for the Loan. Administrative
Agent may advance all or a portion of the Borrower's Deposit prior to the Loan
proceeds. Administrative Agent may (but shall have no obligation to) apply all
or any part of Borrower's Deposit against the unpaid Indebtedness in such order
as Administrative Agent determines.

1.6 Evidence of Debt. Amounts of the Loan made by each Lender shall be
----------------
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Loan made by the Lenders
to the Borrower and the interest and payments thereon. Any failure so to record
or any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to

PAGE 2

pay any amount owing with respect to the Loans. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts and
records of Administrative Agent shall control. Each Lender may attach schedules
to its Note(s) and endorse thereon the date, amount and maturity of the
applicable Note and payments with respect thereto.

1.7  Interest Rates.
--------------

(a) The unpaid principal balance of this Loan from day to day
outstanding which is not past due, shall bear interest at a fluctuating rate of
interest equal to the lesser of (I) the maximum non-usurious rate of interest
allowed by applicable law or (II) the LIBOR Daily Rate plus two hundred (200)
basis points per annum. The "LIBOR Daily Rate" shall mean a fluctuating rate of
----------------
interest equal to the one month rate of interest (rounded upwards, if necessary
to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor
page) as the one month London interbank offered rate for deposits in U.S.
Dollars at approximately 11:00 a.m. (London time) on the second preceding
Business Day, as adjusted from time to time in Lender's sole discretion for then
applicable reserve requirements, deposit insurance assessment rates and other
regulatory costs. If for any reason such rate is not available, the term "LIBOR
-----
Daily Rate" shall mean the fluctuating rate of interest equal to the one month
----------
rate of interest (rounded upwards, if necessary to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the one month London interbank offered
rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London time) on
the second preceding Business Day, as adjusted from time to time in
Administrative Agent's sole discretion for then applicable reserve requirements,
deposit insurance assessment rates and other regulatory costs; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates. "Telerate Page
-------------
3750" means the British Bankers Association Libor Rates (determined as of 11:00
----
a.m. London time) that are published by Bridge Information Systems, Inc.
Interest shall be computed for the actual number of days which have elapsed, on
the basis of a 360-day year.

(b) If Administrative Agent determines that no adequate basis exists
for determining the LIBOR Daily Rate or that the LIBOR Daily Rate will not
adequately and fairly reflect the cost to Lenders of funding the Loan, or that
any applicable law or regulation or compliance therewith by any Lender prohibits
or restricts or makes impossible the charging of interest based on the LIBOR
Daily Rate and such Lender so notifies Administrative Agent and Borrower, then
until Administrative Agent notifies Borrower that the circumstances giving rise
to such suspension no longer exist, interest shall accrue and be payable on the
unpaid principal balance of this Loan from the date Administrative Agent so
notifies Borrower until the Maturity Date of this Loan (whether by acceleration,
declaration, extension or otherwise) at a fluctuating rate of interest equal to
the Prime Rate of Administrative Agent. Each Lender agrees to designate a
different Lending Office if such designation will avoid the need for such notice
and will not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender. Each time the Prime Rate changes, the per annum
rate of interest on this Loan shall change immediately and contemporaneously
with such change in the Prime Rate. If Administrative Agent (including any
subsequent Administrative Agent) ceases to exist or to establish or publish a
prime rate which the Prime Rate is then determined, the applicable variable rate
from which the Prime Rate is determined thereafter shall be instead the prime
rate reported in The Wall Street Journal (or the average prime

PAGE 3

rate if a high and a low prime rate are therein reported), and the Prime Rate
shall change without notice with each change in such prime rate as of the date
such change is reported.

1.7.1 Past Due Rate. Any principal of, and to the extent permitted by
-------------
applicable law, any interest on this Loan, and any other sum payable hereunder,
which is not paid when due shall bear interest, from the date due and payable
until paid, payable on demand, at a rate per annum (the "Past Due Rate") equal
-------------
to the lesser of (I) the maximum non-usurious rate of interest allowed by
applicable law or (II) the LIBOR Daily Rate plus six hundred (600) basis points.

1.8  Prepayment. Borrower may prepay the principal balance of this Loan, in
----------
full at any time or in part from time to time, without fee, premium or penalty,
provided that: (a) no prepayment may be made which in Administrative Agent's
judgment would contravene or prejudice funding under any applicable Permanent
Loan Commitment or Tri-party Agreement or the like; (b) Administrative Agent
shall have actually received from Borrower prior written notice of (i)
Borrower's intent to prepay, (ii) the amount of principal which will be prepaid
(the "Prepaid Principal"), and (iii) the date on which the prepayment will be
-----------------
made; (c) each prepayment shall be in a Minimum Amount multiple of $1,000
(unless the prepayment retires the outstanding balance of this Loan in full);
and (d) each prepayment shall be in the amount of 100% of the Prepaid Principal,
plus accrued unpaid interest thereon to the date of prepayment, plus any other
sums which have become due to Administrative Agent and Lenders under the Loan
Documents on or before the date of prepayment but have not been paid. If this
Loan is prepaid in full, any commitment of Lenders for further advances shall
automatically terminate.

1.9  Consequential Loss. Within fifteen (15) days after request by any
------------------
Lender (or at the time of any prepayment), Borrower shall pay to such Lender
such amount or amounts as will compensate such Lender for any loss, cost,
expense, penalty, claim or liability, including any loss incurred in obtaining,
prepaying, liquidating or employing deposits or other funds from third parties
and any loss of revenue, profit or yield, as determined by such Lender in its
judgment reasonably exercised (together, "Consequential Loss") incurred by such
------------------
Lender with respect to any LIBOR Rate, including any LIBOR Rate Election or
LIBOR Rate Principal as a result of: (a) the failure of Borrower to make
payments on the date specified under this Agreement or in any notice from
Borrower to Administrative Agent; (b) the failure of Borrower to borrow,
continue or convert into LIBOR Rate Principal on the date or in the amount
specified in a notice given by Borrower to Administrative Agent pursuant to this
Agreement or the Loan Agreement; (c) the early termination of any Interest
Period for any reason; or (d) the payment or prepayment of any amount on a date
other than the date such amount is required or permitted to be paid or prepaid,
whether voluntarily or by reason of acceleration, including, but not limited to,
acceleration upon any transfer or conveyance of any right, title or interest in
the Property giving Administrative Agent on behalf of Lenders the right to
accelerate the maturity of the Loan as provided in the Deed of Trust. The
foregoing notwithstanding, the amounts of the Consequential Loss shall never be
less than zero or greater than is permitted by applicable law. If any
Consequential Loss will be due, the Lender shall deliver to Borrower a notice as
to the amount of the Consequential Loss, which notice shall be conclusive in the
absence of manifest error. Neither Administrative Agent nor the Lenders shall
have any obligation to purchase, sell and/or match funds in connection with the
funding or maintaining of the Loan or any portion thereof. The obligations of
Borrower under this Section shall survive any termination of the Loan Documents
and payment of this Loan and shall not be waived by any delay by Administrative
Agent or Lenders in seeking such compensation.

PAGE 4

1.10 Late Charge. If Borrower shall fail to make any payment due hereunder
-----------
or under the terms of any Note within fifteen (15) days after the date such
payment is due, Borrower shall pay to the applicable Lender or Lenders on demand
a late charge equal to four percent (4%) of such payment. Such fifteen (15) day
period shall not be construed as in any way extending the due date of any
payment. The "late charge" is imposed for the purpose of defraying the expenses
of a Lender incident to handling such defaulting payment. This charge shall be
in addition to, and not in lieu of, any other remedy Lenders may have and is in
addition to any fees and charges of any agents or attorneys which Administrative
Agent or Lenders may employ upon the occurrence of a Default, whether authorized
herein or by law.

1.11 Taxes.
-----

(a) Any and all payments by Borrower to or for the account of
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of
---------
Administrative Agent and any Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If Borrower shall be
-----
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), Administrative Agent and such Lender receives an amount equal to
the sum it would have received had no such deductions been made, (ii) Borrower
shall make such deductions, (iii) Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, Borrower shall
furnish to Administrative Agent (which shall forward the same to such Lender)
the original or a certified copy of a receipt evidencing payment thereof.

(b) In addition, Borrower agrees to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").
-----------

(c) If Borrower shall be required by the Laws of any jurisdiction
outside the United States to deduct any Taxes from or in respect of any sum
payable under any Loan Document to Administrative Agent or any Lender, Borrower
shall also pay to Administrative Agent (for the account of such Lender) or to
such Lender, at the time interest is paid, such additional amount that such
Lender specifies as necessary to preserve the after-tax yield (after factoring
in United States (federal and state) taxes imposed on or measured by net income)
the Lender would have received if such deductions (including deductions
applicable to additional sums payable under this Section) had not been made.

PAGE 5

(d)  Borrower agrees to indemnify Administrative Agent and each
Lender for the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by Administrative Agent and such Lender and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Tribunal. Payment under this
subsection (d) shall be made within 30 days after the date the Lender or the
Administrative Agent makes a demand therefor.

(e)  Without prejudice to the survival of any other agreement
of Borrower hereunder, the agreements and obligations of Borrower contained in
this Section shall survive the termination of the Commitments and the payment in
-------
full of all the other Obligations.

1.12 Payment Schedule and Maturity Date. The entire principal balance
----------------------------------
of the Loan then unpaid and all accrued interest then unpaid shall be due and
payable in full on the Maturity Date. Accrued unpaid interest shall be due and
payable on the first (1st) day of the calendar month after the date of this
Agreement and on the same day of each succeeding calendar month thereafter until
all principal and accrued interest owing on this Loan shall have been fully paid
and satisfied.

1.13 Advances and Payments.
---------------------

(a)  Following receipt of a Draw Request, Administrative Agent
shall promptly provide each Lender with a copy of the Draw Request Form in the
form of Exhibit "F-1", the related AIA Document G-702 and G-703, the related
------------
written certification by Borrower's Architect and if available the related
written certification of the Construction Consultant. Administrative Agent shall
notify each Lender telephonically (with confirmation by facsimile) or by
facsimile (with confirmation by telephone) not later than 1:00 p.m.
Administrative Agent's Time two (2) Business Days prior to the advance Funding
Date for LIBOR Rate Principal advances, and one (1) Business Day prior to the
advance Funding Date for all other advances, of its Pro Rata Share of the Amount
Administrative Agent has determined shall be advanced in connection therewith
("Advance Amount"). In the case of an advance of the Loan, each Lender shall
--------------
make the funds for its Pro Rata Share of the Advance Amount available to
Administrative Agent not later than 11:00 a.m. Administrative Agent's Time on
the Funding Date thereof. After Administrative Agent's receipt of the Advance
Amount from Lenders, Administrative Agent shall make proceeds of the Loan in an
amount equal to the Advance Amount (or, if less, such portion of the Advance
Amount that shall have been paid to Administrative Agent by Lenders in
accordance with the terms hereof) available to Borrowers on the applicable
Funding Date by advancing such funds to Borrowers in accordance with the
provisions of Exhibit "F".
-----------

(b)  All payments by Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein, all payments by Borrower hereunder shall be
made to Administrative Agent not later than 12:00 p.m. Administrative Agent's
Time on the date specified herein. Administrative Agent shall promptly
distribute to each Lender, such funds as it may be entitled to receive
hereunder.

(c)  Except as otherwise provided herein, all payments by
Borrower or any Lender shall be made to Administrative Agent at Administrative
Agent's Office not later than the time for such type of payment specified in
this Agreement. All payments received after such time

PAGE 6

shall be deemed received on the next succeeding Business Day. All payments shall
be made in immediately available funds in lawful money of the United States of
America.

(d) Upon satisfaction of any applicable terms and conditions
set forth herein, Administrative Agent shall promptly make any amounts received
in accordance with the prior subsection available in like funds received as
follows: (i) if payable to Borrower, in accordance with Exhibit "F", except as
-----------
otherwise specified herein, and (ii) if payable to any Lender, by wire transfer
to such Lender at the address specified in the Schedule of Lenders.

(e) Unless Borrower or any Lender has notified Administrative
Agent prior to the date any payment is required to be made by it to
Administrative Agent, that Borrower or such Lender, as the case may be, will not
make such payment, Administrative Agent may assume that Borrower or such Lender,
as the case may be, has timely made such payment and may (but shall not be
required to do so) in reliance thereon, make available a corresponding amount to
the person or entity entitled thereto. If and to the extent that such payment
was not in fact made to Administrative Agent in immediately available funds,
then:

(i)  if Borrower failed to make such payment, each Lender
shall forthwith on demand repay to Administrative Agent the portion of
such assumed payment that was made available to such Lender in
immediately available funds, together with interest thereon in respect
of each day from and including the date such amount was made available
by Administrative Agent to such Lender to the date such amount is
repaid to Administrative Agent in immediately available funds at the
Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such
Lender or, if applicable, Electing Lender or Lenders shall forthwith on
demand pay to Administrative Agent the amount thereof in immediately
available funds, together with interest thereon for the period from the
date amount was made available by Administrative Agent to Borrower to
the date such amount is recovered by Administrative Agent (the
"Compensation Period") at a rate per annum equal to the interest rate
-------------------
applicable to such amount under the Loan. If such Lender pays such
amount to Administrative Agent, then such amount shall constitute such
Lender's Pro Rata Share, included in the applicable Loan advance. If
such Lender does not pay such amount forthwith upon Administrative
Agent's demand therefor, Administrative Agent may make a demand
therefor upon Borrower, and the Borrower shall pay such amount to
Administrative Agent, together with interest thereon for the
Compensation Period at a rate per annum equal to the rate of interest
applicable to such amount under the Loan. Nothing herein shall be
deemed to relieve any Lender from its obligation to fulfill its
Commitment or to prejudice any rights which Administrative Agent or
Borrower may have against any Lender as a result of any default by such
Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any amount
owing under this subsection shall be conclusive, absent manifest error.

(f) If any Lender makes available to the Administrative Agent
funds for any Loan advance to be made by such Lender as provided in the
foregoing provisions of this Section, and the funds are not advanced to Borrower
or otherwise used to satisfy any Obligations of Lender

PAGE 7

hereunder, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest, within two (2)
business days.

(g) Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan advance in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan advance in any particular place or manner.

1.14.    Administrative Agent Advances.
-----------------------------

(a) Administrative Agent is hereby authorized by Borrower and
Lenders, from time to time, in Administrative Agent's sole discretion, (i) after
the occurrence of a Default (but without constituting a waiver of such Default),
(ii) at any time that any of the other applicable conditions precedent set forth
in Exhibit "C" and Exhibit "F" to the making of advances have been satisfied to
-----------     -----------
the extent required by Administrative Agent, or (iii) after acquisition of all
or a portion of the Loan collateral by foreclosure or deed in lieu of
foreclosure, to make advances of the Loan to Borrowers or otherwise expend funds
on behalf of Lenders which Administrative Agent, in its reasonable business
judgment, deems necessary or desirable (x) to preserve or protect the Loan
collateral (including those with respect to property taxes, insurance premiums,
completion of construction, operation, management, improvements, maintenance,
repair, sale and disposition), or any portion thereof, or (y) to pay any costs,
fees and expenses as described in Section 6.10 herein (any of the advances
------------
described in this Section being herein referred to as "Administrative Agent
--------------------
Advances"). Notwithstanding anything herein to the contrary, advances for the
--------
completion of the construction, operation, management, improvements,
maintenance, repair, sale and disposition shall only be considered protective
advances as described in this paragraph in the event that such advances do not
exceed the sum of One Million Dollars ($1,000,000) in the cumulative. In the
event that such advances exceed One Million Dollars ($1,000,000) any further
advances shall require the prior consent of the Required Lenders.

(b) Administrative Agent Advances shall constitute obligatory
advances of Lenders under this Agreement, shall be repayable on demand and
secured by the Loan collateral, and shall bear interest at the rate applicable
to such amount under the Loan or otherwise at the Prime Rate. Administrative
Agent shall notify each Lender in writing of each Administrative Agent Advance.
Upon receipt of notice from Administrative Agent of its making of an
Administrative Agent Advance, each Lender shall make the amount of such Lender's
Pro Rata Share of the outstanding principal amount of the Administrative Agent
Advance available to Administrative Agent, in same day funds, to such account of
Administrative Agent as Administrative Agent may designate, (i) on or before
3:00 p.m. (Administrative Agent's Time) on the day Administrative Agent provides
Lenders with notice of the making of such Administrative Agent Advance if
Administrative Agent provides such notice on or before 12:00 p.m.
(Administrative Agent's Time), or (ii) on or before 12:00 p.m. on the Business
Day immediately following the day Administrative Agent provides Lenders with
notice of the making of such advance if Administrative Agent provides notice
after 12:00 p.m. (Administrative Agent's Time).

1.15     Defaulting Lender.
-----------------

1.15.1 Notice and Cure of Lender Default; Election Period;
---------------------------------------------------
Electing Lenders. Administrative Agent shall notify (such notice being referred
-----------------
to as the "Default Notice") Borrower
--------------

PAGE 8

(for Loan advances) and each non-Defaulting Lender if any Lender is a Defaulting
Lender. Each non-Defaulting Lender shall have the right, but in no event or
under any circumstance the obligation, to fund such Defaulting Lender Amount,
provided that, within twenty (20) days of the date of the Default Notice (the
"Election Period"), such non-Defaulting Lender or Lenders (each such Lender, an
---------------
"Electing Lender") irrevocably commit(s) by notice in writing (an "Election
---------------                                                   --------
Notice") to Administrative Agent, the other Lenders and Borrower to fund the
------
Defaulting Lender Amount. If Administrative Agent receives more than one
Election Notice within the Election Period, then the commitment to fund the
Defaulting Lender Amount shall be apportioned pro rata among the Electing
Lenders in the proportion that the amount of each such Electing Lender's
Commitment bears to the total Commitments of all Electing Lenders. If the
Defaulting Lender fails to pay the Defaulting Lender Payment Amount within the
Election Period, the Electing Lender or Lenders, as applicable, shall be
automatically obligated to fund the Defaulting Lender Amount (and Defaulting
Lender shall no longer be entitled to fund such Defaulting Lender Amount) within
three (3) Business Days after such notice to Administrative Agent for
reimbursement to Administrative Agent or payment to Borrower as applicable.
Notwithstanding anything to the contrary contained herein, if Administrative
Agent has funded the Defaulting Lender Amount, Administrative Agent shall be
entitled to reimbursement for its portion of the Defaulting Lender Payment
Amount pursuant to Section 5.11.
------------

1.15.2 Removal of Rights; Indemnity. Administrative Agent
----------------------------
shall not be obligated to transfer to a Defaulting Lender any payments made by
or on behalf of Borrower to Administrative Agent for the Defaulting Lender's
benefit; nor shall a Defaulting Lender be entitled to the sharing of any
payments hereunder or under any Note until all Defaulting Lender Payment Amounts
are paid in full. Administrative Agent shall hold all such payments received or
retained by it for the account of such Defaulting Lender; Amounts payable to a
Defaulting Lender shall be paid by Administrative Agent to reimburse
Administrative Agent and any Electing Lender pro rata for all Funds Defaulting
Lender Payment Amounts. Solely for the purposes of voting or consenting to
matters with respect to the Loan Documents, a Defaulting Lender shall be deemed
not to be a "Lender" and such Defaulting Lender's Commitment shall be deemed to
be zero. A Defaulting Lender shall have no right to participate in any
discussions among and/or decisions by Lenders hereunder and/or under the other
Loan Documents. Further, any Defaulting Lender shall be bound by any amendment
to, or waiver of, any provision of, or any action taken or omitted to be taken
by Administrative Agent and/or the non-Defaulting Lenders under, any Loan
Document which is made subsequent to the Defaulting Lender's becoming a
Defaulting Lender. This Section shall remain effective with respect to a
Defaulting Lender until such time as the Defaulting Lender shall no longer be in
default of any of its obligations under this Agreement by curing such default by
payment of all Defaulting Lender Payment Amounts (i) within the Election Period,
or (ii) after the Election Period with the consent of the non-Defaulting
Lenders. Such Defaulting Lender nonetheless shall be bound by any amendment to
or waiver of any provision of, or any action taken or omitted to be taken by
Administrative Agent and/or the non-Defaulting Lenders under any Loan Document
which is made subsequent to that Lender's becoming a Defaulting Lender and prior
to such cure or waiver. The operation of this Section shall not be construed to
increase or otherwise affect the Commitment of any non-Defaulting Lender, or
relieve or excuse the performance by Borrower of their duties and obligations
hereunder or under any of the other Loan Documents. Furthermore, nothing
contained in this Section shall release or in any way limit a Defaulting
Lender's obligations as a Lender hereunder and/or under any other of the Loan
Documents. Further, a Defaulting Lender shall indemnify and hold harmless
Administrative Agent and each of the non-Defaulting Lenders from any claim,
loss, or costs incurred

PAGE 9

by Administrative Agent and/or the non-Defaulting Lenders as a result of a
Defaulting Lender's failure to comply with the requirements of this Agreement,
including, without limitation, any and all additional losses, damages, costs and
expenses (including, without limitation, attorneys' fees) incurred by
Administrative Agent and any non-Defaulting Lender as a result of and/or in
connection with (i) a non-Defaulting Lender's acting as an Electing Lender, (ii)
any enforcement action brought by Administrative Agent against a Defaulting
Lender, and (iii) any action brought against Administrative Agent and/or
Lenders. The indemnification provided above shall survive any termination of
this Agreement.

1.15.3 Commitment Adjustments. In connection with the
----------------------
adjustment of the amounts of the Loan Commitments of the Defaulting Lender and
Electing Lender(s) upon the expiration of the Election Period as aforesaid,
Borrower, Administrative Agent and Lenders shall execute such modifications to
the Loan Documents as shall, in the reasonable judgment of Administrative Agent,
be necessary or desirable in connection with the adjustment of the amounts of
Commitments in accordance with the foregoing provisions of this Section. For the
purpose of voting or consenting to matters with respect to the Loan Documents
such modifications shall also reflect the removal of voting rights of the
Defaulting Lender and increase in voting rights of Electing Lenders to the
extent an Electing Lender has funded the Defaulting Lender Amount. In connection
with such adjustments, Defaulting Lenders shall execute and deliver an
Assignment and Acceptance covering that Lender's Commitment and otherwise comply
with Section 6.5. If a Lender refuses to execute and deliver such Assignment and
------------
Acceptance or otherwise comply with Section 6.5, such Lender hereby appoints
-----------
Administrative Agent to do so on such Lender's behalf. Administrative Agent
shall distribute an amended Schedule of Lenders, which shall thereafter be
incorporated into this Agreement, to reflect such adjustments. However, all such
Defaulting Lender Amounts funded by Administrative Agent or Electing Lenders
shall continue to be Defaulting Lender Amounts of the Defaulting Lender pursuant
to its obligations under this Agreement.

1.15.4 No Election. In the event that no Lender elects to
-----------
commit to fund the Defaulting Lender Amount within the Election Period,
Administrative Agent shall, upon the expiration of the Election Period, so
notify Borrower and each Lender.

1.16 Several Obligations; No Liability, No Release. Notwithstanding
---------------------------------------------
that certain of the Loan Documents now or hereafter may have been or will be
executed only by or in favor of Administrative Agent in its capacity as such,
and not by or in favor of Lenders, any and all obligations on the part of
Administrative Agent (if any) to make any advances of the Loan or reimbursements
for other Payment Amounts shall constitute the several (and not joint)
obligations of the respective Lenders on a ratable basis, according to their
respective Pro Rata Shares. Except as may be specifically provided in this
Agreement, no Lenders shall have any liability for the acts of any other
Lenders. No Lenders shall be responsible to Borrower or any other person for any
failure by any other Lenders to fulfill its obligations to made advances of the
Loan or reimbursements for other Payment Amounts, nor to take any other action
on its behalf hereunder or in connection with the financing contemplated herein.
The failure of any Lender to pay to Administrative Agent its Pro Rata Share of a
Payment Amount shall not relieve any other Lender of any obligation hereunder to
pay to Administrative Agent its Pro Rata Share of such Payment Amounts as and
when required herein, but no Lender shall be responsible for the failure of any
other Lender to so fund its Pro Rata Share of the Payment Amount. In furtherance
of the foregoing, Lenders shall comply with their obligation to pay
Administrative Agent their Pro Rata Share of such Payment Amounts regardless of

PAGE 10

(i) the occurrence of any Default hereunder or under any Loan Document; (ii) a
default by Borrowers under the Permanent Loan Commitment, if applicable, (iii)
any failure of consideration, absence of consideration, misrepresentation,
fraud, or any other event, failure, deficiency, breach or irregularity of any
nature whatsoever in the Loan Documents; (iv) any bankruptcy, insolvency or
other like event with regard to any Borrower; Permanent Lender, if any, or
Guarantor. The obligation of Lenders to pay to such Payment Amounts are in all
regards independent of any claims between Administrative Agent and any Lender.

ARTICLE 2 - ADDITIONAL COVENANTS AND AGREEMENTS

2.1  Construction of the Improvements. Borrower shall commence construction
--------------------------------
of the Improvements on or before the Construction Commencement Date, and shall
prosecute the construction of the Improvements with diligence and continuity, in
a good and workmanlike manner, and in accordance with sound building and
engineering practices, all applicable laws and governmental requirements, the
Plans and the Loan Documents. Borrower shall not permit cessation of work for a
period in excess of ten (10) days (whether or not consecutive), except for
Excusable Delays. Borrower shall complete construction of the Improvements free
and clear of all liens (except liens created by the Loan Documents), and shall
obtain a certificate of occupancy and all other permits, licenses and approvals
from all applicable governmental authorities required for the occupancy, use and
operation of the Improvements, in each case satisfactory to Administrative
Agent, on or before the Completion Date. Borrower shall promptly correct (a) any
material defect in the Improvements, (b) any material departure from the Plans,
law or governmental requirements, or (c) any encroachment by any Improvements or
structure on any building setback line, easement, property line or restricted
area.

2.2  Plans and Changes. No construction shall be undertaken on the Land
-----------------
except as shown in the Plans. Borrower assumes full responsibility for ensuring
that the Plans contain all necessary detail and are adequate for construction of
the Improvements, and for the compliance of the Plans and the Property with all
laws, restrictive covenants, governmental requirements and sound building and
engineering practices. No plans or specifications, or any changes thereto, shall
be included as part of the Plans until approved by Administrative Agent,
Construction Consultant, Nissan, the Foundations, the Association, Developer, as
defined in the Development Agreement and to the extent required thereby, all
applicable governmental authorities, and all other parties required under the
Loan Documents. Without Administrative Agent's prior written consent, Borrower
shall not change or modify the Plans, agree to any change order, or allow any
extras to any contractor or any subcontractor, except that Borrower may make
Permitted Changes if: (a) Borrower notifies Administrative Agent in writing of
the change or extra with appropriate supporting documentation and information;
(b) Borrower obtains the approval of the applicable contractor, Borrower's
architect and all sureties; (c) the structural integrity, quality and standard
of workmanship of the Improvements is not impaired by such change or extra; (d)
no substantial change in architectural appearance is effected by such change or
extra; (e) no default in any obligation to any person or violation of any law or
governmental requirement would result from such change or extra; (f) Borrower
complies with Section 1.5 of this Agreement to cover any excess cost resulting
-----------
from the change or extra; and (g) completion of the Improvements by the
Completion Date will not be affected. Administrative Agent shall not be
obligated to review a proposed change unless it has received all documents
necessary to review such change, including the change order, cost estimates,
plans and specifications, and evidence that all required approvals other than
that of Administrative Agent have been obtained.

PAGE 11

2.3  Contracts. Without Administrative Agent's prior written approval as to
---------
parties, terms, and all other matters, Borrower shall not (a) enter into any
material contract (hereinafter defined) for the performance of any work or the
supplying of any labor, materials or services for the design or construction of
the Improvements, (b) enter into any management, leasing, maintenance or other
contract pertaining to the Property not described in clause (a) that is not
unconditionally terminable by Borrower or any successor owner without penalty or
payment on not more than thirty (30) days notice to the other party thereunder,
or (c) modify, amend, or terminate any such contracts. All such contracts shall
provide that all rights and liens of the applicable contractor, architect,
engineer, supplier, surveyor or other party and any right to remove removable
Improvements are subordinate to Lender's rights and liens, shall require all
subcontracts and purchase orders to contain a provision subordinating the
subcontractors' and mechanics' and materialmen's liens and any right to remove
removable Improvements to Lender's rights and liens, and shall provide that no
change order shall be effective without the prior written consent of
Administrative Agent, except for change orders which implement Permitted
Changes. Borrower shall not default under any contract, Borrower shall not
permit any contract to terminate by reason of any failure of Borrower to perform
thereunder, and Borrower shall promptly notify Administrative Agent of any
default thereunder. Borrower will deliver to Administrative Agent, upon request
of Administrative Agent, the names and addresses of all persons or entities with
whom each contractor has contracted or intends to contract for the construction
of the Improvements or for the furnishing of labor or materials therefor. With
respect to contracts for the performance of any work or the supplying of any
labor, materials or services, a "material" contract is one which exceeds
$100,000.00 in total price.

2.4  Assignment of Contracts and Plans. As additional security for the
---------------------------------
Obligations, Borrower hereby transfers and assigns to Administrative Agent for
the ratable benefit of Administrative Agent and Lenders all of Borrower's right,
title and interest, but not its liability, in, under, and to all construction,
architectural and design contracts, and the Plans, and agrees that all of the
same are covered by the security agreement provisions of the Deed of Trust.
Borrower agrees to deliver to Administrative Agent from time to time upon
Administrative Agent's request such consents to the foregoing assignment from
parties contracting with Borrower as Administrative Agent may require. Neither
this assignment nor any action by Administrative Agent or Lenders shall
constitute an assumption by Administrative Agent or Lenders of any obligation
under any contract or with respect to the Plans, Borrower hereby agrees to
perform all of its obligations under any contract, and Borrower shall continue
to be liable for all obligations of Borrower with respect thereto.
Administrative Agent shall have the right at any time (but shall have no
obligation) to take in its name or in the name of Borrower such action as
Administrative Agent may determine to be necessary to cure any default under any
contract or with respect to the Plans or to protect the rights of Borrower,
Administrative Agent or Lenders with respect thereto. Borrower irrevocably
constitutes and appoints Administrative Agent as Borrower's attorney-in-fact,
which power of attorney is coupled with an interest and irrevocable, to enforce
in Borrower's name or in Administrative Agent's and Lender's name all rights of
Borrower under any contract or with respect to the Plans. Administrative Agent
shall incur no liability if any action so taken by it or on its behalf shall
prove to be inadequate or invalid. Borrower indemnifies and holds Administrative
Agent and Lenders harmless against and from any loss, cost, liability or expense
(including, but not limited to, consultants' fees and expenses and attorneys'
fees and expenses) incurred in connection with Borrower's failure to perform
such contracts or any action taken by Administrative Agent or Lenders.
Administrative Agent may use the Plans for any purpose relating to the
Improvements. Borrower represents and warrants to Administrative Agent and
Lenders that the copy of any contract furnished or to be furnished to
Administrative Agent is and shall be a true and complete

PAGE 12

copy thereof, that the copies of the Plans delivered to Administrative Agent are
and shall be true and complete copies of the Plans, that there have been no
modifications thereof which are not fully set forth in the copies delivered, and
that Borrower's interest therein is not subject to any claim, setoff, or
encumbrance.

2.5  Storage of Materials. Borrower shall cause all materials supplied for,
--------------------
or intended to be utilized in the construction of the Improvements, but not yet
affixed to or incorporated into the Improvements or the Land, to be stored on
the Land with adequate safeguards to prevent loss, theft, damage or commingling
with materials for other projects. Borrower shall not purchase or order
materials for delivery more than forty-five (45) days prior to the scheduled
incorporation of such materials into the Improvements.

2.6  Construction Consultant. Administrative Agent may retain the services
-----------------------
of a Construction Consultant, whose duties may include, among others, reviewing
the Plans and any proposed changes to the Plans, performing construction cost
analyses, observing work in place and reviewing Draw Requests. The duties of
Construction Consultant run solely to Administrative Agent for the ratable
benefit of Lenders, and Construction Consultant shall have no obligations or
responsibilities whatsoever to Borrower, Borrower's architect, engineer,
contractor or any of their agents or employees. Unless prohibited by applicable
law, all fees, costs, and expenses of Construction Consultant shall be paid by
Borrower. Borrower shall cooperate with Construction Consultant and will furnish
to Construction Consultant such information and other material as Construction
Consultant considers necessary or useful in performing its duties.

2.7  Inspection. Administrative Agent and its agents, including
----------
Construction Consultant, may enter upon the Property to inspect the Property,
the Project and any materials at any reasonable time, unless Administrative
Agent deems such inspection is of an emergency nature, in which event Borrower
shall provide Administrative Agent with immediate access to the Property.
Borrower will furnish to Administrative Agent and its agents, including
Construction Consultant, for inspection and copying, all Plans, shop drawings,
specifications, books and records, and other documents and information that
Administrative Agent may request from time to time.

2.8  Notice to Lenders. Borrower shall promptly within five (5) days after
-----------------
the occurrence of any of the following events, notify each Lender in writing
thereof, specifying in each case the action Borrower has taken or will take with
respect thereto: (a) any violation of any law or governmental requirement; (b)
any litigation, arbitration or governmental investigation or proceeding
instituted or threatened against Borrower or any Guarantor or the Property, and
any material development therein; (c) any actual or threatened condemnation of
any portion of the Property, any negotiations with respect to any such taking,
or any loss of or substantial damage to the Property; (d) any labor controversy
pending or threatened against Borrower or any contractor, and any material
development in any labor controversy; (e) any notice received by Borrower with
respect to the cancellation, alteration or non-renewal of any insurance coverage
maintained with respect to the Property; (f) any failure by Borrower or any
contractor, subcontractor or supplier to perform any material obligation under
any construction contract, any event or condition which would permit termination
of a construction contract or suspension of work thereunder, or any notice given
by Borrower or any contractor with respect to any of the foregoing; (g) any lien
filed against the Property or any stop notice served on Borrower in connection
with construction of the Improvements; or (h) any required permit, license,
certificate or approval with respect to the Property lapses or ceases to be in
full force and effect.

PAGE 13

2.9  Financial Statements. Borrower shall deliver to Administrative Agent
--------------------
with sufficient copies for each Lender the Financial Statements and other
statements and information at the times and for the periods described in (a) the
Basic Information and (b) any other Loan Document, and Borrower shall deliver to
Administrative Agent with sufficient copies for each Lender from time to time
such additional financial statements and information as Administrative Agent may
at any time request. Borrower will make all of its books, records and accounts
available to Administrative Agent and its representatives at the Property upon
request and will permit them to review and copy the same. Borrower shall
promptly notify Administrative Agent of any material adverse change in the
financial condition of Borrower and, if known by Borrower, Guarantor, or in the
construction progress of the Improvements. Administrative Agent shall provide a
copy of such Financial Statements to each Lender upon receipt.

2.10 Other Information. Borrower shall furnish to Administrative Agent from
-----------------
time to time upon Administrative Agent's request (i) copies of all subcontracts
entered into by contractors or subcontractors and the names and addresses of all
persons or entities with whom Borrower or any contractor has contracted or
intends to contract for the construction of the Improvements or the furnishing
of labor or materials in connection therewith; (ii) copies of all contracts,
bills of sale, statements, receipts or other documents under which Borrower
claims title to any materials, fixtures or articles of personal property
incorporated or to be incorporated into the Improvements or subject to the lien
of the Deed of Trust; (iii) a list of all unpaid bills for labor and materials
with respect to construction of the Improvements and copies of all invoices
therefor; (iv) budgets of Borrower and revisions thereof showing the estimated
costs and expenses to be incurred in connection with the completion of
construction of the Improvements; (v) current or updated detailed Project
schedules or construction schedules; and (vi) such other information relating to
Borrower, Guarantor, the Improvements, the Property, or any indemnitor or other
person or party connected with Borrower, the Loan, the construction of the
Improvements or any security for the Loan.

2.11 Reports and Testing. Borrower shall (a) promptly deliver to
-------------------
Administrative Agent copies of all reports, studies, inspections and tests made
on the Land, the Improvements or any materials to be incorporated into the
Improvements; (b) make such additional tests on the Land, the Improvements or
any materials to be incorporated into the Improvements as Administrative Agent
reasonably requires. Borrower shall immediately notify Administrative Agent of
any report, study, inspection or test that indicates any adverse condition
relating to the Land, the Improvements or any such materials.

2.12 Advertising by Lenders. At Administrative Agent's request and at
----------------------
Borrower's expense (not to exceed $1,000), Borrower shall erect and maintain on
the Property one or more advertising signs approved by Administrative Agent
indicating that the construction financing for the Property has been provided by
Lenders.

2.13 Appraisal. Administrative Agent may obtain from time to time, an
---------
appraisal of all or any part of the Property prepared in accordance with written
instructions from Administrative Agent by a third-party appraiser engaged
directly by Administrative Agent. Each such appraiser and appraisal shall be
satisfactory to Administrative Agent (including satisfaction of applicable
regulatory requirements). The cost of any such appraisal shall be borne by
Borrower if such appraisal is the first appraisal in any calendar year and in
all events if Administrative Agent obtains such appraisal after the

PAGE 14

occurrence of a Default, and such cost is due and payable by Borrower on demand
and shall be secured by the Loan Documents. Administrative Agent shall provide a
copy of such Appraisal to each Lender upon receipt.

2.14 Payment of Withholding Taxes. Borrower shall not use, or knowingly
----------------------------
permit any contractor or subcontractor to use, any portion of the proceeds of
any Loan advance to pay the wages of employees unless a portion of the proceeds
or other funds are also used to make timely payment to or deposit with (a) the
United States of all amounts of tax required to be deducted and withheld with
respect to such wages under the Internal Revenue Code, and (b) any state and/or
local Tribunal or agency having jurisdiction of all amounts of tax required to
be deducted and withheld with respect to such wages under any applicable state
and/or local laws.

2.15 ERISA and Prohibited Transaction Taxes. As of the date hereof and
--------------------------------------
throughout the term of this Loan Agreement, (a) Borrower is not and will not be
(i) an "employee benefit plan", as defined in Section 3(3) of the Employee
------------
Retirement Income Security Act of 1974, as amended ("ERISA"); or (ii) a "plan"
within the meaning of Section 4975(e) of the Internal Revenue Code, as amended
---------------
(the "Code"); (b) the assets of Borrower do not and will not constitute "plan
assets" within the meaning of the United States Department of Labor Regulations
set forth in 29 C.F.R. (S)2510.3-101; (c) Borrower is not and will not be a
"governmental plan" within the meaning of Section 3(32) of ERISA; (d)
-------------
transactions by or with Borrower are not and will not be subject to state
statutes applicable to Borrower regulating investments of fiduciaries with
respect to governmental plans; and (e) Borrower shall not engage in any
transaction which would cause any obligation, or action taken or to be taken,
hereunder (or the exercise by Administrative Agent of any of Lender's rights
under this Agreement, any Note or the other Loan Documents) to be a non-exempt
(under a statutory or administrative class exemption) prohibited transaction
under ERISA or Section 4975 of the Code. Borrower further agrees to deliver to
------------
Administrative Agent such certifications or other evidence of compliance with
the provisions of this Section 2.15 as Administrative Agent may from time to
------------
time request.

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

To induce Lenders to make the Loan, Borrower hereby represents and warrants
to Administrative Agent and Lenders that except as otherwise disclosed to
Administrative Agent in writing (a) Borrower has complied with any and all laws
and regulations concerning its organization, existence and the transaction of
its business, and has the right and power to own the Property and to develop the
Improvements as contemplated in this Agreement and the other Loan Documents; (b)
Borrower is authorized to execute, deliver and perform all of its obligations
under the Loan Documents; (c) the Loan Documents are valid and binding
obligations of Borrower; (d) Borrower is not in violation of any law, regulation
or ordinance, or any order of any court or Tribunal, and no provision of the
Loan Documents violates any applicable law, any covenants or restrictions
affecting the Property, any order of any court or Tribunal or any contract or
agreement binding on Borrower or the Property; (e) to the extent required by
applicable law, Borrower and Guarantor have filed all necessary tax returns and
reports and have paid all taxes and governmental charges thereby shown to be
owing; (f) intentionally omitted; (g) the Land is not part of a larger tract of
---------------------
land owned by Borrower or any of its affiliates or any Guarantor, is not
otherwise included under any unity of title or similar covenant with other lands
not encumbered by the Deed of Trust, and constitutes a separate tax lot or lots
with a separate tax assessment or assessments for the Land and Improvements,
independent of those for any other lands or improvements; (h) the Land and
Improvements comply with all laws and governmental requirements,

PAGE 15

including all subdivision and platting requirements, without reliance on any
adjoining or neighboring property; (i) the Plans do, and the Improvements when
constructed will, comply with all legal requirements regarding access and
facilities for handicapped or disabled persons; (j) Borrower has not directly or
indirectly conveyed, assigned or otherwise disposed of or transferred (or agreed
to do so) any development rights, air rights or other similar rights, privileges
or attributes with respect to the Property, including those arising under any
zoning or land use ordinance or other law or governmental requirement; (k) the
construction schedule for the Project is realistic and the Completion Date is a
reasonable estimate of the time required to complete the Project; (l) the
Financial Statements delivered to Administrative Agent are true, correct, and
complete in all material respects, and there has been no material change of
Borrower's or Guarantor's financial condition from the financial condition of
Borrower or Guarantor (as the case may be) indicated in such Financial
Statements; (m) all utility services necessary for the development of the Land
and the construction of the Improvements and the operation thereof for their
intended purpose are available at the boundaries of the Land, including electric
and natural gas facilities, telephone service, water supply, storm and sanitary
sewer facilities; (n) except as otherwise provided for in the Loan Documents,
the Borrower has made no contract or arrangement of any kind the performance of
which by the other party thereto would give rise to a lien on the Property; (o)
the current and anticipated use of the Property complies with all applicable
zoning ordinances, regulations and restrictive covenants affecting the Land
without the existence of any variance, non-complying use, nonconforming use or
other special exception, all use restrictions of any Tribunal having
jurisdiction have been satisfied, and no violation of any law or regulation
exists with respect thereto; (p) attached hereto as Exhibit "J" is a list of all
-----------
bonds required in connection with completion of the Improvements, and to the
best of Borrower's knowledge, no other bonds or other security are currently
required or will be required prior to completion of the Improvements; (q) prior
to the recordation of the Deed of Trust, except as disclosed to Administrative
Agent in writing, no work of any kind (including destruction or removal of any
existing improvements, site work, clearing, grading, grubbing, draining or
fencing of the Land) has been or will be commenced or performed on the Land, no
equipment or material has been or will be delivered to or placed upon the Land
for any purpose whatsoever, and no contract (or memorandum or affidavit thereof)
for the supplying of labor, materials, or services for the design or
construction of the Improvements, or the surveying of the Land or Improvements,
nor any affidavit or notice of commencement of construction of the Improvements,
has been or will be executed or recorded, which could cause a mechanic's or
materialman's lien or similar lien to achieve priority over the Deed of Trust or
the rights of Administrative Agent and Lenders thereunder.

ARTICLE 4 - DEFAULT AND REMEDIES

4.1 Events of Default. The occurrence of any one of the following shall
-----------------
be a default under this Agreement ("Default"): (a) any of the Indebtedness is
-------
not paid when due, whether on the scheduled due date or upon acceleration,
maturity or otherwise; (b) any covenant, agreement, condition, representation or
warranty in this Agreement (other than covenants to pay the Indebtedness and
other than Defaults expressly listed in this Section) is not fully and timely
performed, observed or kept; (c) the occurrence of a Default under any other
Loan Document (taking into account any applicable notice and cure period set
forth in such Loan Document); (d) the execution and/or filing of any affidavit
of commencement stating construction on the Land actually commenced prior to the
day after the date on which the Deed of Trust was duly filed for record; (e)
construction of the Improvements ceases for more than ten (10) days (whether or
not consecutive) except for Excusable Delays; (f) the construction of the
Improvements, or any materials for which an advance has been requested, fails to
comply with

PAGE 16

the Plans, the Loan Documents, any laws or governmental requirements, or any
applicable restrictive covenants; (g) Borrower fails to satisfy any condition
precedent to the obligation of Lenders to make an advance; (h) construction of
the Improvements is abandoned, Administrative Agent determines that construction
of the Improvements in accordance with this Agreement will not be completed on
or before the Completion Date, or Borrower fails to complete construction of the
Improvements (and obtain all applicable permits, licenses, certificates and
approvals) in accordance with this Agreement on or before the Completion Date;
(i) any required permit, license, certificate or approval with respect to the
Property lapses or ceases to be in full force and effect; (j) a Borrower's
Deposit is not made with Administrative Agent within seven (7) days after
Administrative Agent's request therefor in accordance with Section 1.5; (k)
-----------
construction is enjoined or Borrower, Administrative Agent or a Lender is
enjoined or prohibited from performing any of its respective obligations under
any of the Loan Documents; (l) the owner of the Property enters into any lease
of part or all of the Property which does not comply with the Loan Documents;
(m) a lien for the performance of work or the supply of materials which is
established against the Property, or any stop notice served on Borrower, the
general contractor, Administrative Agent or a Lender, remains unsatisfied or
unbonded for a period of twenty (20) days after the date of filing or service;
(n) the occurrence of any condition or situation which, in the sole
determination of Administrative Agent, constitutes a danger to or impairment of
the Property or the lien of the Deed of Trust, if such condition or situation is
not remedied within ten (10) days after written notice to the Borrower thereof;
(o) the entry of a judgment against Borrower or any Guarantor or the issuance of
any attachment, sequestration, or similar writ levied upon any of its property
which is not discharged within a period of ten (10) days; (p) Administrative
Agent determines that a material adverse change has occurred in the financial
condition of Borrower or any Guarantor or in the condition of the Property; (q)
there occurs (1) any default under the Nissan Lease which remains uncured beyond
any applicable cure period set forth in the Nissan Lease, or (2) any
termination, cancellation, modification or amendment of the Nissan Lease without
the express prior written consent of Lender; (r) the dissolution or insolvency
of Borrower or any Guarantor; (s) a default occurs under the Development
Agreement and/or the Developer's Completion Guaranty which is not cured within
any applicable notice and cure period (if any) provided in such document; and
(t) a default occurs under any other Loan Document which is not cured within any
applicable notice and cure period provided therein.

4.2 Remedies. Upon a Default, subject to the terms and conditions of
--------
Section 4.2 of the Deed of Trust, Administrative Agent at its election may (but
shall not be obligated to), and at the direction of the Required Lenders shall,
without notice, do any one or more of the following: (a) terminate Lenders'
Commitment to lend and any obligation to disburse any Borrower's Deposit
hereunder; (b) declare any and all Indebtedness immediately due and payable; (c)
reduce any claim to judgment; (d) exercise any and all rights and remedies
afforded by this Agreement, the other Loan Documents, law, equity or otherwise,
including obtaining appointment of a receiver (to which Borrower hereby
consents) and/or judicial or nonjudicial foreclosure under the Deed of Trust;
(e) in its own name on behalf of the Lenders or in the name of Borrower, enter
into possession of the Property, perform all work necessary to complete
construction of the Improvements substantially in accordance with the Plans (as
modified as deemed necessary by Administrative Agent), the Loan Documents, and
all applicable laws, governmental requirements and restrictive covenants, and
continue to employ Borrower's architect, engineer and any contractor pursuant to
the applicable contracts or otherwise; or (f) set-off and apply, to the extent
thereof and to the maximum extent permitted by law, any and all deposits, funds,
or assets at any time held and any and all other indebtedness at any time owing
by Administrative Agent or any Lender to or for the credit or account of
Borrower against any Indebtedness. Further, L/C Issuer may, with the approval of
Administrative Agent on behalf of the

PAGE 17

Required Lenders, demand immediate payment by Borrower of an amount equal to the
aggregate amount of all outstanding Letters of Credit to be held in a deposit
account with Administrative Agent to secure amounts due from Borrower under
Letters of Credit and when no Letters of Credit exist, the Loan.

Borrower hereby appoints Administrative Agent as Borrower's
attorney-in-fact, which power of attorney is irrevocable and coupled with an
interest, with full power of substitution if Administrative Agent so elects, to
do any of the following in Borrower's name upon the occurrence of a Default: (i)
use such sums as are necessary, including any proceeds of the Loan and any
Borrower's Deposit, make such changes or corrections in the Plans, and employ
such architects, engineers, and contractors as may be required, or as Lenders
may otherwise consider desirable, for the purpose of completing construction of
the Improvements substantially in accordance with the Plans (as modified as
deemed necessary by Administrative Agent), the Loan Documents, and all
applicable laws, governmental requirements and restrictive covenants; (ii)
execute all applications and certificates in the name of Borrower which may be
required for completion of construction of the Improvements; (iii) endorse the
name of Borrower on any checks or drafts representing proceeds of any insurance
policies, or other checks or instruments payable to Borrower with respect to the
Property; (iv) do every act with respect to the construction of the Improvements
that Borrower may do; (v) prosecute or defend any action or proceeding incident
to the Property, (vi) pay, settle, or compromise all bills and claims so as to
clear title to the Property; and (vii) take over and use all or any part of the
labor, materials, supplies and equipment contracted for, owned by, or under the
control of Borrower, whether or not previously incorporated into the
Improvements. Any amounts expended by Administrative Agent itself or on behalf
of Lenders to construct or complete the Improvements or in connection with the
exercise of its remedies herein shall be deemed to have been advanced to
Borrower hereunder as a demand obligation owing by Borrower to Administrative
Agent or Lenders as applicable and shall constitute a portion of the
Indebtedness, regardless of whether such amounts exceed any limits for
Indebtedness otherwise set forth herein. Neither Administrative Agent nor
Lenders shall have any liability to Borrower for the sufficiency or adequacy of
any such actions taken by Administrative Agent.

No delay or omission of Administrative Agent or Lenders to exercise any
right, power or remedy accruing upon the happening of a Default shall impair any
such right, power or remedy or shall be construed to be a waiver of any such
Default or any acquiescence therein. No delay or omission on the part of
Administrative Agent or Lenders to exercise any option for acceleration of the
maturity of the Indebtedness, or for foreclosure of the Deed of Trust following
any Default as aforesaid, or any other option granted to Administrative Agent
and Lenders hereunder in any one or more instances, or the acceptances by
Administrative Agent or Lenders of any partial payment on account of the
Indebtedness, shall constitute a waiver of any such Default, and each such
option shall remain continuously in full force and effect. No remedy herein
conferred upon or reserved to Administrative Agent and/or Lenders is intended to
be exclusive of any other remedies provided for in any Note or any of the other
Loan Documents, and each and every such remedy shall be cumulative, and shall be
in addition to every other remedy given hereunder, or under any Note or any of
the other Loan Documents, or now or hereafter existing at law or in equity or by
statute. Every right, power and remedy given to Administrative Agent and Lenders
by this Agreement, any Note or any of the other Loan Documents shall be
concurrent, and may be pursued separately, successively or together against
Borrower, or the Property or any part thereof, or any personal property granted
as security under the Loan Documents, and every right, power and remedy given by
this Agreement,

PAGE 18

any Note or any of the other Loan Documents may be exercised from time to time
as often as may be deemed expedient by the Required Lenders.

Regardless of how a Lender may treat payments received from the
exercise of remedies under the Loan Documents for the purpose of its own
accounting, for the purpose of computing the Obligations, payments shall be
applied as elected by Lenders. No application of payments will cure any Event of
Default, or prevent acceleration, or continued acceleration, of amounts payable
under the Loan Documents, or prevent the exercise, or continued exercise, of
rights or remedies of Administrative Agent and Lenders hereunder or thereunder
or at Law or in equity.

ARTICLE 5 - ADMINISTRATIVE AGENT

5.1   Appointment and Authorization of Administrative Agent.
-----------------------------------------------------

(a)  Each Lender hereby irrevocably (subject to Section 5.9)
appoints, designates and authorizes Administrative Agent to take such action on
its behalf under the provisions of this Agreement and each other Loan Document
and to exercise such powers and perform such duties as are expressly delegated
to it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary contained elsewhere herein or in any other Loan Document,
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

(b)  Except as expressly otherwise provided in this Agreement
or the other Loan Documents, Administrative Agent shall have and may use its
sole discretion with respect to exercising or refraining from exercising any
discretionary rights, or taking or refraining from taking any actions which
Administrative Agent is expressly entitled to exercise or take under this
Agreement and the other Loan Documents, including, without limitation, (i) the
determination if and to what extent matters or items subject to Administrative
Agent's satisfaction are acceptable or otherwise within its discretion, (ii) the
making of Administrative Agent Advances, and (iii) the exercise of remedies
pursuant to, but subject to, Article 4 or pursuant to any other Loan Document,
---------
or the exercise of rights and remedies pursuant to the Tri-Party Agreement, if
applicable, and any action so taken or not taken shall be deemed consented to by
Lenders. Notwithstanding the foregoing, the appointment of a property manager
after foreclosure or the acceptance of a deed in lieu of foreclosure shall
require the approval of Administrative Agent and the Required Lenders.

5.2   Delegation of Duties. Administrative Agent may execute any of its
--------------------
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultant experts concerning all matters pertaining

PAGE 19

to such duties. Administrative Agent shall not be responsible for the negligence
or misconduct of any agent or attorney-in-fact that it selects with reasonable
care.

5.3 Liability of Administrative Agent. No Agent-Related Persons shall
---------------------------------
(i) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct), or (ii) be responsible in any manner to any of Lenders for any
recital, statement, representation or warranty made by Borrower or any
subsidiary or Affiliate of Borrower, or any officer thereof, contained herein or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by Administrative Agent
under or in connection with, this Agreement or any other Loan Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of Borrower or any
other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of Borrower, Guarantor,
Permanent Lender, if applicable, or any of their Affiliates.

5.4 Reliance by Administrative Agent. Administrative Agent shall be
--------------------------------
entitled to rely, and shall be fully protected in relying, upon any writing,
resolution, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper person or persons, and upon advice and statements of
legal counsel (including counsel to any party to the Loan Documents),
independent accountants and other experts selected by Administrative Agent.
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders or all Lenders if
required hereunder as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Administrative Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance with a request or consent of the Required
Lenders or all Lenders, if required hereunder, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders
and participants. Where this Agreement expressly permits or prohibits an action
unless the Required Lenders or all Lenders, if required hereunder, otherwise
determine, the Administrative Agent shall and in all other instances,
Administrative Agent may, but shall not be required to, initiate any
solicitation for the consent or a vote of Lenders. In the absence of written
instructions from the Required Lenders or all Lenders, if required hereunder,
Administrative Agent may take or not take any action, at its discretion, unless
this Agreement specifically requires the consent of the Required Lenders or all
Lenders.

5.5 Notice of Default. Administrative Agent shall not be deemed to have
-----------------
knowledge or notice of the occurrence of any Default, unless (i) the account
officers of Administrative Agent servicing the Loan have actual knowledge
thereof, or (ii) Administrative Agent shall have received written notice from a
Lender, Permanent Lender, if applicable, or Borrower referring to this
Agreement, describing such Default, and Administrative Agent determines that
such Default will have a Material Adverse Effect. Administrative Agent will
notify Lenders of its receipt of any such

PAGE 20

notice. Administrative Agent shall take such action with respect to such Default
as may be requested by the Required Lenders in accordance with Article 4;
---------
provided, however, that unless and until Administrative Agent has received any
--------  -------
such request, Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default as it
shall deem advisable or in the best interest of Lenders.

5.6  Credit Decision; Disclosure of Information by Administrative Agent.
------------------------------------------------------------------

(a) Each Lender acknowledges that none of Agent-Related Persons has
made any representation or warranty to it, and that no act by Administrative
Agent hereinafter taken, including any consent to and acceptance of any
assignment or review of the affairs of Borrower, Permanent Lender, if
applicable, and Guarantor, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lenders as to any matter, including
whether Agent-Related Persons have disclosed material information in their
possession. Each Lender, represents to Administrative Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower,
Permanent Lender, if applicable, and Guarantor, and all applicable bank or other
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to Borrower
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower,
Permanent Lender, if applicable, and Guarantor.

(b) Administrative Agent upon its receipt shall provide each Lender
such notices, reports and other documents expressly required to be furnished to
Lenders by Administrative Agent herein. To the extent not already available to a
Lender, Administrative Agent shall also provide the Lender and/or make available
for the Lender's inspection during reasonable business hours and at the Lender's
expense, upon the Lender's written request therefor: (i) copies of the Loan
Documents; (ii) such information as is then in Administrative Agent's possession
in respect of the current status of principal and interest payments and accruals
in respect of the Loan; (iii) copies of all current financial statements in
respect of Borrower, or any Guarantor or other person liable for payment or
performance by Borrower of any obligations under the Loan Documents, then in
Administrative Agent's possession with respect to the Loan; and (iv) other
current factual information then in Administrative Agent's possession with
respect to the Loan and bearing on the continuing creditworthiness of Borrower,
Permanent Lender, if applicable, or any Guarantor, or any of their respective
Affiliates; provided that nothing contained in this section shall impose any
-------- ----
liability upon Administrative Agent for its failure to provide a Lender any of
such Loan Documents, information, or financial statements, unless such failure
constitutes willful misconduct or gross negligence on Administrative Agent's
part; and provided, further, that Administrative Agent shall not be obligated to
--------  -------
provide any Lender with any information in violation of law or any contractual
restrictions on the disclosure thereof thereof (provided such contractual
restrictions shall not apply to distributing to a Lender factual and financial
information expressly required to be provided herein). Except as set forth
above, Administrative Agent shall not have any duty or responsibility to provide
any Lenders with any credit or other information

PAGE 21

concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of Borrower, Permanent Lender, if applicable, or
Guarantor or any of their respective Affiliates which may come into the
possession of any of Agent-Related Persons.

5.7 Indemnification of Administrative Agent. Whether or not the
---------------------------------------
transactions contemplated hereby are consummated, Lenders shall indemnify upon
demand each Agent-Related Person (to the extent not reimbursed by or on behalf
of Borrower and without limiting the obligation of Borrower to do so), pro rata,
and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Lenders shall
--------  -------
be liable for the payment to any Agent-Related Person of any portion of such
Indemnified Liabilities resulting from such person's gross negligence or willful
misconduct; provided, however, that no action taken in accordance with the
--------  -------
directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. Without
limitation of the foregoing, to the extent that Administrative Agent is not
reimbursed by or on behalf of Borrower, each Lender shall reimburse
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including attorney fees) incurred by Administrative
Agent as described in Section 6.10. The undertaking in this Section shall
------------
survive the payment of all Obligations hereunder and the resignation or
replacement of Administrative Agent.

5.8 Administrative Agent in Individual Capacity. Administrative Agent,
-------------------------------------------
in its individual capacity, and its Affiliates may make loans to, issue letters
of credit for the account of, accept deposits from, acquire equity interests in
and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with any party to the Loan Documents and their
respective Affiliates as though Administrative Agent were not Administrative
Agent hereunder and without notice to or consent of Lenders. Lenders acknowledge
that Borrower and Bank of America, N.A., as Lender, ("Swap Bank") or an
---------
Affiliate of Swap Bank have entered or may enter into Swap Contract. A portion
of the Loan may be funded to honor Borrower's payment obligations to Swap Bank
or such Affiliate under the terms of such agreement, and Lenders shall have no
right to share in any portion of such payments. Lenders acknowledge that,
pursuant to such activities, Bank of America, N.A. or its Affiliates may receive
information regarding any party to the Loan Documents, or their respective
Affiliates (including information that may be subject to confidentiality
obligations in favor of such parties or such parties' Affiliates) and
acknowledge that Administrative Agent shall be under no obligation to provide
such information to them. With respect to its ProRata Share of the Loan, Bank of
America, N.A. shall have the same rights and powers under this Agreement as any
other Lenders and may exercise such rights and powers as though it were not
Administrative Agent, Swap Bank or L/C Issuer, and the terms "Lender" and
"Lenders" include Bank of America, N.A. in its individual capacity.

5.9 Successor Administrative Agent. Administrative Agent may, and at
------------------------------
the request of the Required Lenders, or upon its ceasing also to be a Lender
hereunder, for good cause shall, resign as Administrative Agent upon 30 days'
notice to Lenders. If Administrative Agent resigns under this Agreement, the
Required Lenders shall appoint from among Lenders a successor administrative
agent for Lenders which successor administrative agent shall be consented to by
the Borrower at all times other than during the existence of Default (which
consent of the Borrower shall not be unreasonably withheld or delayed). If no
successor administrative agent is appointed prior to the effective date of the
resignation of Administrative Agent, Administrative Agent may appoint, after
consulting with Lenders and Borrower, a successor administrative agent from
among Lenders. Upon

PAGE 22

the acceptance of its appointment as successor administrative agent hereunder,
such successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative Agent"
shall mean such successor administrative agent and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article and other applicable
Sections of this Agreement shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and Lenders
shall perform all of the duties of Administrative Agent hereunder until such
time, if any, as the Required Lenders appoint a successor agent as provided for
above.

5.10     Releases; Acquisition and Transfers of Collateral.
-------------------------------------------------

(a) Lenders hereby irrevocably authorize Administrative Agent
to transfer or release any lien on, or after foreclosure or other acquisition of
title by Administrative Agent on behalf of the Lenders to transfer or sell, any
Loan collateral (i) upon the termination of the Commitments and payment and
satisfaction in full of all Indebtedness; (ii) unless a Lender elects to
purchase the collateral as provided in Section 5.10(d) below, after foreclosure
---------------
or other acquisition of title for a purchase price of 90% of the value indicated
in the most recent appraisal of the collateral obtained by Administrative Agent
made in accordance with regulations governing Administrative Agent, less any
reduction indicated in the appraisal estimated by experts in such areas, or
(iii) if approved by the Required Lenders.

(b) If all or any portion of the Loan collateral is acquired
by foreclosure or by deed in lieu of foreclosure, Administrative Agent shall
take title to the collateral in its name or by an Affiliate of Administrative
Agent, but for the benefit of all Lenders in their Pro Rata Shares on the date
of the foreclosure sale or recordation of the deed in lieu of foreclosure (the
"Acquisition Date"). Administrative Agent and all Lenders hereby expressly waive
and relinquish any right of partition with respect to any collateral so
acquired. After any collateral is acquired, Administrative Agent shall appoint
and retain one or more Persons (individually and collectively, "Property
--------
Manager") experienced in the management, leasing, sale and/or dispositions of
-------
similar properties.

(c) Upon request by Administrative Agent or Borrowers at any
time, Lenders will confirm in writing Administrative Agent's authority to sell,
transfer or release any such liens of particular types or items of Loan
collateral pursuant to this Section; provided, however, that (i) Administrative
Agent shall not be required to execute any document necessary to evidence such
release, transfer or sale on terms that, in Administrative Agent's opinion,
would expose Administrative Agent to liability or create any obligation or
entail any consequence other than the transfer, release or sale without
recourse, representation or warranty, and (ii) such transfer, release or sale
shall not in any manner discharge, affect or impair the obligations of Borrower
other than those expressly being released.

(d) If Administrative Agent or any Lender receives a purchase
offer for Loan collateral for which one of the Lenders does not consent within
ten (10) Business Days after notification from Administrative Agent or such
other Lender, the consenting Lenders may offer

PAGE 23

("Purchase Offer") to purchase all of the non-consenting Lenders' right, title
--------------
and interest in the collateral for a purchase price equal to the non-consenting
Lenders' Pro Rata Share of the net proceeds anticipated from such sale of such
collateral (as reasonably determined by Administrative Agent) ("Net Proceeds").
------------
Within ten (10) Business Days thereafter each non-consenting Lender shall be
deemed to have accepted such Purchase Offer unless such non-consenting Lender
notifies Administrative Agent that it elects to purchase all of the consenting
Lenders' right, title and interest in the collateral for a purchase price
payable by such non-consenting Lender in an amount equal to the consenting
Lenders' Pro Rata Share of the Net Proceeds. If more than one non-consenting
Lender elects to purchase the consenting Lenders' interest in the collateral,
the consenting Lenders' interest shall be divided among such non-consenting
Lenders based upon the Pro Rata Shares of such non-consenting Lenders. Any
amount payable hereunder by a Lender shall be due on the earlier to occur of the
closing of the sale of the collateral or ninety (90) days after the Purchase
Offer, regardless of whether the collateral has been sold. Notwithstanding
anything in this Agreement to the contrary, if more than two (2) Lenders exist
at the time Administrative Agent or any Lender receives a Purchase Offer that
Administrative Agent or such Lender wishes to accept, the Purchase Offer must
contain a purchase price of not less than 90% of the value indicated in the most
recent appraisal of the collateral obtained by Administrative Agent made in
accordance with regulations governing Administrative Agent, less any reduction
indicated in the appraisal estimated by experts in such areas, for this
subparagraph (d) to apply.

5.11 Application of Payments. Except as otherwise provided below with
-----------------------
respect to Defaulting Lenders, aggregate principal and interest payments,
payments for Indemnified Liabilities, proceeds from the Permanent Lender, if
applicable, and/or foreclosure or sale of the collateral, and net operating
income from the collateral during any period it is owned by Administrative Agent
on behalf of the Lenders ("Payments") shall be apportioned pro rata among
--------
Lenders and payments of any fees (other than fees designated for Administrative
Agent's separate account) shall, as applicable, be apportioned pro rata among
Lenders. Notwithstanding anything to the contrary in this Agreement, all
Payments due and payable to Defaulting Lenders shall be due and payable to and
be apportioned pro rata among Administrative Agent and Electing Lenders. Such
apportionment shall be in the proportion that the Defaulting Lender Payment
Amounts paid by them bears to the total Defaulting Lender Payment Amounts of
such Defaulting Lender. Such apportionment shall be made until the
Administrative Agent and Lenders have been paid in full for the Defaulting
Payment Amounts. All pro rata Payments shall be remitted to Administrative Agent
and all such payments not constituting payment of specific fees, and all
proceeds of the Loan collateral received by Administrative Agent, shall be
applied first, to pay any fees, indemnities, or costs, expenses (including those
-----
in Section 5.7) and reimbursements then due to Administrative Agent from
-----------
Borrower under the Loan Documents; second, to pay any fees or costs and expenses
------
then due to Lenders from Borrower under the Loan Documents; third, to pay pro
-----
rata interest due in respect of the Loan and Administrative Agent Advances;
fourth, to pay or prepay pro rata principal of the Loan and Administrative Agent
------
Advances; fifth, pro rata, to pay any other Indebtedness due to Administrative
-----
Agent or any Lender by Borrower; and sixth pro rata, to pay any remaining
-----
Indebtedness due under the Loan to Defaulting Lenders.

5.12 Benefit. The terms and conditions of this Article are inserted for
-------
the sole benefit of Administrative Agent and Lenders; the same may be waived in
whole or in part, with or without terms or conditions, without prejudicing
Administrative Agent's or Lenders' rights to later assert them in whole or in
part.

PAGE 24

ARTICLE 6 - GENERAL TERMS AND CONDITIONS

6.1 Consents; Borrower's Indemnity. Except where otherwise expressly
------------------------------
provided in the Loan Documents, in any instance where the approval, consent or
the exercise of Administrative Agent or Lender's judgment is required, the
granting or denial of such approval or consent and the exercise of such judgment
shall be (a) within the sole discretion of Administrative Agent or Lenders; (b)
deemed to have been given only by a specific writing intended for the purpose
given and executed by Administrative Agent or Lender's; and (c) free from any
limitation or requirement of reasonableness. Notwithstanding any approvals or
consents by Administrative Agent or Lenders, neither Administrative Agent nor
any Lender has any obligation or responsibility whatsoever for the adequacy,
form or content of the Plans, the Budget, any contract, any change order, any
lease, or any other matter incident to the Property or the construction of the
Improvements. Administrative Agent's or Lender's acceptance of an assignment of
the Plans for the benefit of Administrative Agent and Lenders shall not
constitute approval of the Plans. Any inspection or audit of the Property or the
books and records of Borrower, or the procuring of documents and financial and
other information, by or on behalf of Administrative Agent shall be for
Administrative Agent and Lender's protection only, and shall not constitute an
assumption of responsibility to Borrower or anyone else with regard to the
condition, construction, maintenance or operation of the Property, or relieve
Borrower of any of Borrower's obligations. Borrower has selected all surveyors,
architects, engineers, contractors, materialmen and all other persons or
entities furnishing services or materials to the Project. Neither Administrative
Agent nor any Lender has any duty to supervise or to inspect the Property or the
construction of the Improvements nor any duty of care to Borrower or any other
person to protect against, or inform Borrower or any other person of the
existence of, negligent, faulty, inadequate or defective design or construction
of the Improvements. Neither Administrative Agent nor any Lender shall be liable
or responsible for, and Borrower shall indemnify each Agent-Related Person and
each Lender and their respective Affiliates, directors, officers, agents,
attorneys and employees (collectively, the "Indemnities") from and against: (a)
-----------
any claim, action, loss or cost (including attorney's fees and costs arising
from or relating to (i) any defect in the Property or the Improvements, (ii) the
performance or default of Borrower, Borrower's surveyors, architects, engineers,
contractors, the Construction Consultant, or any other person, (iii) any failure
to construct, complete, protect or insure the Improvements, (iv) the payment of
costs of labor, materials, or services supplied for the construction of the
Improvements, (v) in connection with the protection and preservation of the Loan
collateral (including those with respect to property taxes, insurance premiums,
completion of construction, operation, management, improvements, maintenance,
repair, sale and disposition), or (vi) the performance of any obligation of
Borrower whatsoever, (b) any and all claims, demands, actions or causes of
action that are asserted against any Indemnitee by any person (other than the
Administrative Agent or any Lender) relating directly or indirectly to a claim,
demand, action or cause of action that such person asserts or may assert against
Borrower, Permanent Lender, if applicable, Guarantor, or any of their Affiliates
or any of their officers or directors; (c) any and all claims, demands, actions
or causes of action arising out of or relating to, the Loan Documents, any
predecessor loan documents, the Commitments, the use or contemplated use of the
proceeds of any Loan, or the relationship of Borrower, Guarantor, Permanent
Lender, if applicable, the Administrative Agent and Lenders under this
Agreement; (d) any and all claims, demands, actions or causes of action arising
out of or relating to the use of Information (as defined in Section 6.6) or
other materials obtained through internet, Intralinks or other similar
information transmission systems in connection with this Agreement; (e) any
administrative or investigative proceeding by any Tribunal arising out of or
related to a claim, demand, action or cause of action described in subsection
(a) (b) (c) or (d) above; and (e) any and all

PAGE 25

liabilities, losses, costs or expenses (including attorney fees) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing
claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, in all cases, whether or not an
Indemnitee is a party to such claim, demand, action, cause of action or
proceeding and whether it is defeated, successful or withdrawn, (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that no
-----------------------    --------
Indemnitee shall be entitled to indemnification for any loss caused by its own
gross negligence or willful misconduct or for any loss asserted against it by
another Indemnitee. Nothing, including any advance or acceptance of any document
or instrument, shall be construed as a representation or warranty, express or
implied, to any party by Administrative Agent or Lenders. Inspection shall not
constitute an acknowledgment or representation by Administrative Agent, any
Lender or the Construction Consultant that there has been or will be compliance
with the Plans, the Loan Documents, or applicable laws, governmental
requirements and restrictive covenants, or that the construction is free from
defective materials or workmanship. Inspection, whether or not followed by
notice of Default, shall not constitute a waiver of any Default then existing,
or a waiver of Administrative Agent and Lender's right thereafter to insist that
the Improvements be constructed in accordance with the Plans, the Loan
Documents, and all applicable laws, governmental requirements and restrictive
covenants. Administrative Agent's failure to inspect shall not constitute a
waiver of any of Administrative Agent or Lender's rights under the Loan
Documents or at law or in equity.

6.2     Miscellaneous. This Agreement may be executed in several
-------------
counterparts, all of which are identical, and all of which counterparts together
shall constitute one and the same instrument. The Loan Documents are for the
sole benefit of Administrative Agent, Lenders and Borrower and are not for the
benefit of any third party. A determination that any provision of this Agreement
is unenforceable or invalid shall not affect the enforceability or validity of
any other provision and the determination that the application of any provision
of this Agreement to any person or circumstance is illegal or unenforceable
shall not affect the enforceability or validity of such provision as it may
apply to other persons, entities or circumstances. Time shall be of the essence
with respect to Borrower's obligations under the Loan Documents. This Agreement,
and its validity, enforcement and interpretation, shall be governed by Georgia
law (without regard to any conflict of laws principles) and applicable United
States federal law.

6.3     Notices.
-------

6.3.1 Modes of Delivery; Changes. Except as otherwise provided
herein, all notices, requests, consents, demands and other communications
required or which any party desires to give under this Agreement or any other
Loan Document shall be in writing and, unless otherwise specifically provided in
such other Loan Document, shall be deemed sufficiently given or furnished if
delivered by personal delivery, by courier, by registered or certified United
States mail, postage prepaid, or by facsimile (with, subject to subsection 6.3.2
below, a confirmatory duplicate copy sent by first class United States mail),
addressed to the party to whom directed at the addresses set forth at the end of
this Agreement or by (subject to subsection 6.3.3 below) electronic mail address
specified for notices on the Schedule of Lenders (unless changed by similar
notice in writing given by the particular party whose address is to be changed).
Any such notice or communication shall be deemed to have been given and received
either at the time of personal delivery or, in the case of courier or mail, as
of the date of first attempted delivery at the address and in the manner
provided herein, or, in the case of facsimile, upon receipt; provided, however,
that service of a notice required by any applicable statute shall be

PAGE 26

considered complete when the requirements of that statute are met.
Notwithstanding the foregoing, no notice of change of address shall be effective
except upon actual receipt. This Section shall not be construed in any way to
affect or impair any waiver of notice or demand provided in any Loan Document or
to require giving of notice or demand to or upon any person in any situation or
for any reason.

6.3.2  Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable law, have the
same force and effect as manually-signed originals and shall be binding on all
parties to the Loan Documents. The Administrative Agent may also require that
any such documents and signatures be confirmed by a manually-signed original
thereof; provided, however, that the failure to request or deliver the same
--------  -------
shall not limit the effectiveness of any facsimile document or signature.

6.3.3  Limited Use of Electronic Mail. Electronic mail and
internet and intranet websites may be used only to distribute routine
communications, such as financial statements and other information, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

6.3.4  Reliance by Administrative Agent and Lenders. The
Administrative Agent and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Loan advance notices) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording. If a Lender does not notify or inform Administrative Agent of whether
or not it consents to, or approves of or agrees to any matter of any nature
whatsoever with respect to which its consent, approval or agreement is required
under the express provisions of this Agreement or with respect to which its
consent, approval or agreement is otherwise requested by Administrative Agent,
in connection with the Loan or any matter pertaining to the Loan, within ten
(10) Business Days (or such longer period as may be specified by Administrative
Agent) after such consent, approval or agreement is requested by Administrative
Agent, the Lender shall be deemed to have given its consent, approval or
agreement, as the case may be, with respect to the matter in question.

6.4   Payments Set Aside. To the extent that the Borrower makes a
------------------
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the

PAGE 27

Administrative Agent upon demand its applicable share of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
Federal Funds Rate from time to time in effect.

6.5      Successors and Assigns.
----------------------

(a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any person (other than
the parties hereto, their respective successors and assigns permitted hereby
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more Eligible Assignees
all, but not less than all, of its rights and obligations under this Agreement
(including all or a portion of its Commitment and Pro Rata Share of the Loan at
the time owing to it); provided that:

(i)  each assignment shall be made as an assignment of one
hundred percent (100%) of the assigning Lender's rights and obligations
under this Agreement with respect to its Pro Rata Share of the Loan and
the Commitment assigned, and

(ii) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $3,500, plus the cost
of any applicable endorsement of the Title Insurance or new Title
Insurance.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Acceptance, the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of this Agreement with respect to Borrower's obligation surviving
termination of this Agreement. Upon request, Administrative Agent shall prepare
and the Borrower shall execute and deliver new or replacement Notes
("Replacement Notes") to the assigning Lender and the assignee Lender evidencing
-----------------
their respective Pro Rata Shares of the Loan. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

(c) The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall forward the Assignment and Acceptance and the
Replacement Notes to the Title Insurer for issuance of an applicable endorsement
to the Title Insurance or new Title Insurance, and

PAGE 28

shall maintain at the Administrative Agent's Office a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
each Lender's Pro Rata Share of the Loan and L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
--------
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may, without the consent of, but with prior
notice to the Administrative Agent, sell participations to one or more banks or
other entities (a "Participant") in all or a portion of such Lender's rights
-----------
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or its Pro Rata Share of the Loan owing to it); provided that (i)
--------
such Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, and (iv) except to the extent consented by Administrative Agent and
the Required Lenders in their sole discretion with respect to each
participation, any agreement or instrument pursuant to which a Lender sells such
a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement.

(e) A Participant shall not be entitled to receive any greater
payment under Sections 1.7, 1.8 or 1.9 than the applicable Lender would have
-----------------    ---
been entitled to receive with respect to the participation sold to such
Participant.

(f) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Notes, if any) to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank; provided
--------
that no such pledge or assignment shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

(g) If the consent of the Borrower to an assignment or to an
assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the
provision to the first sentence of subsection (b) above), the Borrower shall be
deemed to have given its consent five Business Days after the date notice
thereof has been delivered by the assigning Lender (through the Administrative
Agent) unless such consent is expressly refused by the Borrower prior to such
fifth Business Day.

(h) As used herein, the following terms have the following
meanings:

"Eligible Assignee" means (a) a Lender; (b) an Affiliate
-----------------
of a Lender; (c) an Approved Fund; and (d) any other person (other
than a natural person) approved by the Administrative Agent, and,
unless a Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed).

PAGE 29

"Fund" means any person (other than a natural person)
----
that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial real estate loans and similar
extensions of credit in the ordinary course of its business.

"Approved Fund" means any Fund that is administered
-------------
or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a
Lender.

6.6 Confidentiality. Each of the Administrative Agent and the Lenders
---------------
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement or (ii) any direct or indirect
contractual counterparty or prospective counterparty (or such contractual
counterparty's or prospective counterparty's professional advisor) to any Swap
Agreement or credit derivative transaction relating to obligations of the
Borrower; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates.
For the purposes of this Section, "Information" means all information received
-----------
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
--------
case of information received from the Borrower after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such person has exercised the same degree of care to
maintain the confidentiality of such Information as such person would accord to
its own confidential information. The Administrative Agent and the Lenders may
disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry, and
service providers to the Administrative Agent and the Lenders in connection with
the administration and management of this Agreement, the Loan and Loan
Documents.

6.7 Set-off. In addition to any rights and remedies of Administrative
-------
Agent and Lenders provided by law, upon the occurrence and during the
continuance of any Event of Default, Administrative Agent and each Lender is
authorized at any time and from time to time, without prior notice to Borrower
or any other party to the Loan Documents, any such notice being waived by

PAGE 30

Borrower (on its own behalf and on behalf of each party to the Loan Documents to
the fullest extent permitted by law, to set-off and apply any and all deposits,
general or special, time or demand, provisional or final, any time owing by
Administrative Agent or such Lender to or for the credit or the account of such
parties to the Loan Documents against any and all Obligations, irrespective of
whether or not the Administrative Agent or such Lender shall have made demand
under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured. Each Lender agrees promptly to notify Borrower
and Administrative Agent after any such set-off and application made by such
Lender; provided, however, that the failure to give such notice shall not affect
the validity of such set-off and application.

6.8 Sharing of Payments. If, other than as expressly provided elsewhere
-------------------
herein, any Lender shall obtain on account of the portions of the Loan advanced
by it, any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the portions of the Loan made by them and/or such
subparticipations in the participations in L/C Obligations held by them, as the
case may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such portions of the Loan or such participations,
as the case may be, pro rata with each of them; provided, however, that if all
--------  -------
or any portion of such excess payment is thereafter recovered from the
purchasing Lender, such purchase shall to that extent be rescinded and each
other Lender shall repay to the purchasing Lender the purchase price paid
therefor, together with an amount equal to such paying Lender's ratable share
(according to the proportion of (i) the amount of such paying Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 6.7 with respect to such participation as fully
-----------
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Lenders following
any such purchases or repayments. Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under
this Agreement with respect to the portion of the Obligations purchased to the
same extent as though the purchasing Lender were the original owner of the
Obligations purchased.

6.9 Amendments; Survival. Administrative Agent and Lenders shall be
--------------------
entitled to amend (whether pursuant to a separate intercreditor agreement or
otherwise) any of the terms, conditions or agreements set forth in Article 5 or
---------
as to any other matter in the Loan Documents respecting payments to
Administrative Agent or Lenders or the required number of the Lenders to approve
or disapprove any matter or to take or refrain from taking any action, without
the consent of Borrower or any other Person or the execution by Borrower or any
other Person of any such amendment or intercreditor agreement. Subject to the
foregoing, Administrative Agent may amend or waive any provision of this
Agreement or any other Loan Document, or consent to any departure by any party
to the Loan Documents therefrom which amendment, waiver or consent in
Administrative Agent's reasonable determination shall not have a Material
Adverse Affect, or is otherwise intended to be within Administrative Agent's
discretion or determination; provided however, otherwise no such
--------

PAGE 31

amendment, waiver or consent shall be effective unless in writing, signed by the
Required Lenders and Borrower or the applicable party to the Loan Documents, as
the case may be, and acknowledged by Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided further however, no such amendment, waiver or
--------
consent shall, unless in writing and signed by each of the Lenders directly
affected thereby and by the Borrower, and acknowledged by the Administrative
Agent, do any of the following:

(a) extend or increase the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 4.2) (it being
-----------
understood that a waiver of a Default shall not constitute an extension or
increase in any Lender's Commitment);

(b) postpone any date fixed by this Agreement or any other
Loan Document for any payment or mandatory prepayment of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any
other Loan Document;

(c) reduce the principal of, or the rate of interest specified
herein on, any Loan or any fees or other amounts payable hereunder or under any
other Loan Document; provided, however, that the Administrative Agent may waive
--------  -------
any obligation of the Borrower to pay interest at the Past Due Rate and/or late
charges for periods of up to thirty days, and only the consent of the Required
Lenders shall be necessary to waive any obligation of the Borrower to pay
interest at the Past Due Rate or late charges thereafter, or to amend the
definition of "Past Due Rate" or "late charges";

(d) change the percentage of the combined Commitments or of
the aggregate unpaid principal amount of the Loan which is required for the
Lenders or any of them to take any action hereunder;

(e) change the definition of "Pro Rata Share" or "Required
Lender";

(f) amend this Section, or Section 6.8, or any provision
-----------
herein providing for consent or other action by all the Lenders;

(g) release the liability of Borrower or any existing
Guarantor or terminate the Tri-Party Agreement, if applicable;

(h) permit the sale, transfer, pledge, mortgage or assignment
of any Loan collateral or any direct or indirect interest in Borrower, except as
expressly permitted under the Loan Documents; or

(i) transfer or release any lien on, or after foreclosure or
other acquisition of title by Administrative Agent on behalf of the Lenders
transfer or sell, any Loan collateral except as permitted in Section 5.10.
------------

and, provided further, that no amendment, waiver or consent shall, unless in
-------- -------
writing and signed by the Administrative Agent in addition to the Required
Lenders or all the Lenders, as the case may be, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document.
Notwithstanding anything to the contrary herein, any Lender that has failed to
fund any

PAGE 32

portion of its Pro Rata Share of the Loan or participations in L/C Obligations
required to be funded by it hereunder shall not have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the Pro Rata
Share of such Lender may not be increased without the consent of such Lender.

This Agreement shall continue in full force and effect until the Indebtedness is
paid in full and all of Administrative Agent and Lender's obligations under this
Agreement are terminated; and all representations and warranties and all
provisions herein for indemnity of the Indemnitees, Administrative Agent and
Lenders (and any other provisions herein specified to survive) shall survive
payment in full of the Indebtedness and any release or termination of this
Agreement or of any other Loan Documents.

6.10  Costs and  Expenses.  Without limiting any Loan Document and TO
-------------------
the extent not prohibited by applicable laws, Borrower shall pay when due, shall
reimburse to Administrative Agent for the benefit of itself and Lenders on
demand and shall indemnify Administrative Agent and Lenders from, all
out-of-pocket fees, costs, and expenses paid or incurred by Administrative Agent
in connection with the negotiation, preparation and execution of this Agreement
and the other Loan Documents (and any amendments, approvals, consents, waivers
and releases requested, required, proposed or done from time to time), or in
connection with the disbursement, administration or collection of the Loan or
the enforcement of the obligations of Borrower or the exercise of any right or
remedy of Administrative Agent, including (a) all fees and expenses of
Administrative Agent's counsel; (b) fees and charges of each Construction
Consultant, inspector and engineer; (c) appraisal, re-appraisal and survey
costs; (d) title insurance charges and premiums; (e) title search or examination
costs, including abstracts, abstractors' certificates and uniform commercial
code searches; (f) judgment and tax lien searches for Borrower and each
Guarantor; (g) escrow fees; (h) fees and costs of environmental investigations
site assessments and remediations; (i) recordation taxes, documentary taxes,
transfer taxes and mortgage taxes; (j) filing and recording fees; and (k) loan
brokerage fees. Borrower shall pay all costs and expenses incurred by
Administrative Agent, including attorneys' fees, if the obligations or any part
thereof are sought to be collected by or through an attorney at law, whether or
not involving probate, appellate, administrative or bankruptcy proceedings.
Borrower shall pay all costs and expenses of complying with the Loan Documents,
whether or not such costs and expenses are included in the Budget. Borrower's
obligations under this Section shall survive the delivery of the Loan Documents,
the making of advances, the payment in full of the obligations, the release or
reconveyance of any of the Loan Documents, the foreclosure of the Deed of Trust
or conveyance in lieu of foreclosure, any bankruptcy or other debtor relief
proceeding, and any other event whatsoever.

6.11  Foreign Lenders and Participants. Each Lender, and each holder of
--------------------------------
a participation interest herein, that is a "foreign corporation, partnership or
trust" within the meaning of the Internal Revenue Code of 1986, as amended from
time to time ("Code") shall deliver to Administrative Agent, prior to receipt of
----
any payment subject to withholding (or after accepting an assignment or
receiving a participation interest herein), two duly signed completed copies of
either Form W-8BEN or any successor thereto (relating to such person and
entitling it to a complete exemption from withholding on all payments to be made
to such person by Borrower pursuant to this Agreement) or Form W-8ECI or any
successor thereto (relating to all payments to be made to such person by
Borrower pursuant to this Agreement) of the United States Internal Revenue
Service or such other evidence satisfactory to Borrower and Administrative Agent
that no withholding under the federal income tax laws is required with respect
to such person. Thereafter and from time to time, each such

PAGE 33

person shall (a) promptly submit to Administrative Agent such additional duly
completed and signed copies of one of such forms (or such successor forms as
shall be adopted from time to time by the relevant United States taxing
authorities) as may then be available under then current United States laws and
regulations to avoid, or such evidence as is satisfactory to Borrower and
Administrative Agent of any available exemption from, United States withholding
taxes in respect of all payments to be made to such person by Borrower pursuant
to this Agreement and (b) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lenders, and as may be
reasonably necessary (including the re-designation of its lending office, if
any) to avoid any requirement of applicable laws that Borrower make any
deduction or withholding for taxes from amounts payable to such person. If such
persons fails to deliver the above forms or other documentation, then
Administrative Agent may withhold from any interest payment to such person an
amount equivalent to the applicable withholding tax imposed by Sections 1441 and
-----------------
1442 of the Code, without reduction. If any Tribunal asserts that Administrative
----
Agent did not properly withhold any tax or other amount from payments made in
respect of such person, such person shall indemnify Administrative Agent
therefor, including all penalties and interest and costs and expenses (including
attorney fees) of Administrative Agent. The obligation of Lenders under this
subsection shall survive the payment of all Obligations and the resignation or
replacement of Administrative Agent.

6.12 Further Assurances. Borrower will, upon Administrative Agent's
------------------
request, (a) promptly correct any defect, error or omission in any Loan
Document; (b) execute, acknowledge, deliver, procure, record or file such
further instruments and do such further acts as Administrative Agent deems
necessary, desirable or proper to carry out the purposes of the Loan Documents
and to identify and subject to the liens and security interest of the Loan
Documents any property intended to be covered thereby, including any renewals,
additions, substitutions, replacements, or appurtenances to the Property; (c)
execute, acknowledge, deliver, procure, file or record any document or
instrument Administrative Agent deems necessary, desirable, or proper to protect
the liens or the security interest under the Loan Documents against the rights
or interests of third persons; and (d) provide such certificates, documents,
reports, information, affidavits and other instruments and do such further acts
deemed necessary, desirable or proper by Administrative Agent to comply with the
requirements of any agency having jurisdiction over Administrative Agent.

6.13 Inducement to Lenders; Indemnity. The representations and
--------------------------------
warranties contained in this Agreement and the other Loan Documents (a) are made
to induce Lenders to make the Loan and extend any other credit to or for the
account of the Borrower pursuant hereto, and Administrative Agent and Lenders
are relying thereon, and will continue to rely thereon, and (b) shall survive
any bankruptcy proceedings involving Borrower, Guarantor or the Property,
foreclosure, or conveyance in lieu of foreclosure.

6.14 Forum. Borrower hereby irrevocably submits generally and
-----
unconditionally for itself and in respect of its property to the jurisdiction of
any state court, or any United States federal court, sitting in the State
specified in Section 6.2 of this Agreement and to the jurisdiction of any state
-----------
court or any United States federal court, sitting in the state in which any of
the Property is located, over any suit, action or proceeding arising out of or
relating to this Agreement or the Indebtedness. Borrower hereby irrevocably
waives, to the fullest extent permitted by law, any objection that Borrower may
now or hereafter have to the laying of venue in any such court and any claim
that any such court is an inconvenient forum. Borrower hereby agrees and
consents that, in addition to any methods of service or process provided for
under applicable law, all service of process in any such suit, action or

PAGE 34

proceeding in any state court, or any United States federal court, sitting in
the state specified in Section 6.2 may be made by certified or registered mail,
-----------
return receipt requested, directed to Borrower at its address for notice stated
in the Loan Documents, or at a subsequent address of which Administrative Agent
received actual notice from Borrower in accordance with the Loan Documents, and
service so made shall be complete five (5) days after the same shall have been
so mailed. Nothing herein shall affect the right of Administrative Agent to
serve process in any manner permitted by law or limit the right of
Administrative Agent to bring proceedings against Borrower in any other court or
jurisdiction.

6.15 Interpretation. References to "Dollars," "$," "money," "payments"
--------------                 -------    -    -----    --------
or other similar financial or monetary terms are references to lawful money of
the United States of America. References to Articles, Sections, and Exhibits
are, unless specified otherwise, references to articles, sections and exhibits
of this Agreement. Words of any gender shall include each other gender. Words in
the singular shall include the plural and words in the plural shall include the
singular. References to Borrower or Guarantor shall mean, each person comprising
same, jointly and severally. References to "persons" shall include both natural
-------
persons and any legal entities, including public or governmental bodies,
agencies or instrumentalities. The words "include" and "including" shall be
-------       ---------
interpreted as if followed by the words "without limitation". Captions and
------- ----------
headings in the Loan Documents are for convenience only and shall not affect the
construction of the Loan Documents.

6.16 No Partnership, etc. The relationship between Lenders (including
-------------------
Administrative Agent) and Borrower is solely that of lender and borrower.
Neither Administrative Agent nor Lender has any fiduciary or other special
relationship with or duty to Borrower and none is treated by the Loan Documents.
Nothing contained in the Loan Documents, and no action taken or omitted pursuant
to the Loan Documents, is intended or shall be construed to create any
partnership, joint venture, association, or special relationship between
Borrower and Administrative Agent or any Lender or in any way make
Administrative Agent or any Lender a co-principal with Borrower with reference
to the Project, the Property or otherwise. In no event shall Administrative
Agent or Lender's rights and interests under the Loan Documents be construed to
give Administrative Agent or any Lender the right to control, or be deemed to
indicate that Administrative Agent or any Lender is in control of, the business,
properties, management or operations of Borrower.

6.17 Records. The unpaid amount of the Loan and the amount of any other
-------
credit extended by Administrative Agent or Lenders to or for the account of
Borrower set forth on the books and records of Administrative Agent shall be
presumptive evidence of the amount thereof owing and unpaid, but failure to
record any such amount on Administrative Agent's books and records shall not
limit or affect the obligations of Borrower under the Loan Documents to make
payments on the Loan when due.

6.18 Commercial Purpose. Borrower warrants that the Loan is being made
------------------
solely to acquire or carry on a business or commercial enterprise, and/or
Borrower is a business or commercial organization. Borrower further warrants
that all of the proceeds of this Loan shall be used for commercial purposes and
stipulates that the Loan shall be construed for all purposes as a commercial
loan, and is made for other than personal, family, household or agricultural
purposes.

6.19 WAIVER OF JURY TRIAL. BORROWER WAIVES, TO THE FULLEST EXTENT
--------------------
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH
BORROWER AND LENDER MAY BE PARTIES, ARISING

PAGE 35

OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, ANY NOTE, THE LOAN
AGREEMENT, THE DEED OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS. IT IS AGREED
AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL
CLAIMS AGAINST ALL PARTIES TO SUCH ACTION OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO ANY NOTE. THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY BORROWER, AND BORROWER HEREBY REPRESENTS THAT
NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.
BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE
SIGNING OF ALL NOTES AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL
COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.

6.20   Service of Process. Borrower hereby consents to process being
------------------
served in any suit, action, or proceeding instituted in connection with this
Loan by (a) the mailing of a copy thereof by certified mail, postage prepaid,
return receipt requested, to Borrower and (b) serving a copy thereof upon CT
Corporation in Atlanta, Fulton County, Georgia, the agent hereby designated and
appointed by Borrower as Borrower's agent for service of process. Borrower
irrevocably agrees that such service shall be deemed to be service of process
upon Borrower in any such suit, action, or proceeding. Nothing in any Note shall
affect the right of Administrative Agent to serve process in any manner
otherwise permitted by law and nothing in any Note will limit the right of
Administrative Agent on behalf of the Lenders otherwise to bring proceedings
against Borrower in the courts of any jurisdiction or jurisdictions.

6.21   Entire Agreement. The Loan Documents constitute the entire
----------------
understanding and agreement between Borrower, Administrative Agent and Lenders
with respect to the transactions arising in connection with the Loan, and
supersede all prior written or oral understandings and agreements between
Borrower, Administrative Agent and Lenders with respect to the matters addressed
in the Loan Documents. In particular, and without limitation, the terms of any
commitment letter, letter of intent or quote letter by Administrative Agent or
any Lender to make the Loan are merged into the Loan Documents. Neither
Administrative Agent nor any Lender has made any commitments to extend the term
of the Loan past its stated maturity date or to provide Borrower with financing
except as set forth in the Loan Documents. Except as incorporated in writing
into the Loan Documents, there are not, and were not, and no persons are or were
authorized by Administrative Agent or any Lender to make, any representations,
understandings, stipulations, agreements or promises, oral or written, with
respect to the matters addressed in the Loan Documents.

6.22   Mandatory Arbitration. Any controversy or claim between or among
---------------------
the parties hereto including but not limited to those arising out of or relating
to this Agreement or any related agreements or instruments, including any claim
based on or arising from an alleged tort, shall be determined by binding
arbitration in accordance with the Federal Arbitration Act (or if not
applicable, the applicable state law), the Rules of Practice and Procedure for
the Arbitration of Commercial Disputes of Judicial Arbitration and Mediation
Services, Inc. ("J.A.M.S.") and the "Special Rules" set forth below. In the
-------
event of any inconsistency, the Special Rules shall control. Judgment upon any
arbitration award may

Page 36

be entered in any court having jurisdiction. Any party to this Agreement may
bring an action, including a summary or expedited proceeding, to compel
arbitration of any controversy or claim to which this agreement applies in any
court having jurisdiction over such action.

a.   Special Rules. The arbitration shall be conducted in
-------------
Atlanta, Georgia, and administered by J.A.M.S. who will appoint an arbitrator;
if J.A.M.S. is unable or legally precluded from administering the arbitration,
then the American Arbitration Association will serve. All arbitration hearings
will be commenced within ninety (90) days of the demand for arbitration;
further, the arbitrator shall only, upon a showing of cause, be permitted to
extend the commencement of such hearing for up to an additional sixty (60) days.

b.   Reservations of Rights. Nothing in this Agreement shall be
----------------------
deemed to (i) limit the applicability of any otherwise applicable statutes of
limitation or repose and any waivers contained in this Agreement; or (ii) be a
waiver by Administrative Agent or any Lender of the protection afforded to it by
12 U.S.C. Sec. 91 or any substantially equivalent state law; or (iii) limit the
right of (A) any Lender (subject to Section 1.8 and Article 5) to exercise self
-----------     ---------
help remedies such as (but not limited to) setoff, or (B) Administrative Agent
on behalf of the Lenders to foreclose against any real or personal property
collateral, or (C) Administrative Agent on behalf of the Lenders to obtain from
a court provisional or ancillary remedies such as (but not limited to)
injunctive relief or the appointment of a receiver. Lenders may exercise such
self help rights, and Administrative Agent on behalf of the Lenders may
foreclose upon such property or obtain such provisional or ancillary remedies
before, during or after the pendency of any arbitration proceeding brought
pursuant to this Agreement. At the option of the Administrative Agent on behalf
of the Lenders, foreclosure under a deed of trust or mortgage may be
accomplished by any of the following: the exercise of a power of sale under the
deed of trust or mortgage, or by judicial sale under the deed of trust or
mortgage, or by judicial foreclosure. Neither the exercise of self help remedies
nor the institution or maintenance of an action for foreclosure or provisional
or ancillary remedies shall constitute a waiver of the right of any party,
including the claimant in any such action, to arbitrate the merits of the
controversy or claim occasioning resort to such remedies. No provision in the
Loan Documents regarding submission to jurisdiction and/or venue in any court is
intended or shall be construed to be in derogation of the provisions in any Loan
Document for arbitration of any controversy or claim.

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.

[SIGNATURES BEGIN ON NEXT PAGE]

Page 37

EXECUTED and DELIVERED UNDER SEAL as of   November 30  , 2001.
---------------

BORROWER:

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By: Wells Real Estate Investment Trust, Inc.,
a Maryland corporation, general partner

By:     /s/ Douglas P. Williams
--------------------------
Name:   Douglas P. Williams
--------------------------
Title:  Executive Vice President
--------------------------

Attest: /s/ M. Scott Meadows
-------------------------
Name:   M. Scott Meadows
-------------------------
Title:  Sr. Vice President
-------------------------

[CORPORATE SEAL]

Borrower's Address for Notices:
6200 The Corners Parkway, Suite 250
Norcross, Georgia 30092

The Federal Tax Identification Number of Borrower:
58-2368838

[SIGNATURES CONTINUED ON NEXT PAGE]

Page 38

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

BANK OF AMERICA, N.A., a national banking
association, individually as Administrative Agent
and a Lender

By:    /s/ Gerald R. Masey
-----------------------------
Name:  Gerald R. Masey
----------------------------
Title: Senior Vice President
---------------------------

[BANK SEAL]

Lender's Address for Notices:
Bank of America, N.A.
Real Estate Banking Group
Bank of America Plaza - Sixth Floor
600 Peachtree Street, N.E.
Atlanta, Georgia  30308-3318

[SIGNATURES CONTINUED ON NEXT PAGE]

Page 39

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

GUARANTY BANK, as a Lender

By:    /s/ John B. Lirgl (SEAL)
-----------------------------
Name:  John B. Lirgl, Jr.
---------------------------
Title: Vice President
---------------------------

[SIGNATURES CONTINUED ON NEXT PAGE]

Page 40

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

SOUTHTRUST BANK, as a Lender

By: /s/ Eric Overton                      (SEAL)
---------------------------------------
Name:   Eric Overton
-------------------------------------
Title:  AVP
------------------------------------

PAGE 41

EXHIBIT "A"

BEING a tract of land situated in the CORDELIA BOWEN SURVEY, ABSTRACT NO. 56,
DALLAS County, Texas, and being all of Lot 7, Block C, DFW FREEPORT, 12TH
INSTALLMENT, an Addition to the City of Irving, Texas, recorded in Volume 86246,
Page 317, Deed Records, DALLAS County, Texas, as conveyed to H. L. Hunt
Foundation by Correction General Warranty Deed as recorded in volume 89017, Page
1545, Deed Records, DALLAS County, Texas, and being more particularly described
as follows:

BEGINNING at a 1/2 inch iron rod found for corner at the North end of a corner
clip at the intersection of the Northeast line of Esters Boulevard (80 foot
right-of-way) and the Southeast line of Freeport Parkway (100 foot
right-of-way);

THENCE North 54 degrees 19 minutes 10 seconds East, with said Southeast line, a
distance of 57.16 feet to a 1/2 inch iron rod found for corner at the beginning
of a curve to the left having a central angle of 44 degrees 00 minutes 00
seconds, a radius of 880.59 feet and a chord bearing and distance of North 32
degrees 19 minutes 10 seconds East, 659.75 feet;

THENCE along said curve to the left and continuing with said Southeast line, an
arc distance of 676.24 feet to a 1/2 inch iron rod found for corner;

THENCE North 10 degrees 19 minutes 10 seconds East; continuing along said South-
east line, a distance of 87.55 feet to a 1/2 inch iron rod found for corner at
the Southwest end of a corner clip at the intersection of said Southeast line
and the South line of Regent Boulevard (100 foot right-of-way);

THENCE North 55 degrees 19 minutes 10 seconds East; along said corner clip; a
distance of 25.00 feet to a 1/2 inch iron rod found for corner in said South
line of Regent Boulevard;

THENCE South 79 degrees 40 minutes 50 seconds East, along said South line, a
distance of 402.27 feet to a 1/2 inch iron rod found for corner at the beginning
of a curve to the right having a central angle of 43 degrees 56 minutes 12
seconds, a radius of 549.97 feet and a chord bearing and distance of South 57
degrees 42 minutes 45 seconds East, 411.48 feet;

THENCE along said curve to the right and continuing along said South line, an
arc distance of 421.74 feet to a 1/2 inch iron rod found for corner;

THENCE South 35 degrees 44 minutes 26 seconds East, continuing along said South
line, a distance of 88.38 feet to a 1/2 inch iron rod found for corner, said
corner also being the most Northerly corner of Lot 6, Block C, of the above-
mentioned DFW Freeport Addition;

THENCE South 54 degrees 19 minutes 10 seconds west, along the North line of said
Lot 6, a distance of 1208.41 feet to an "x' cut found for corner in the
aforementioned Northeast line of Esters Boulevard;

THENCE North 35 degrees 40 minutes 50 seconds West, along said Northeast line, a
distance of 433.97 feet to a 1/2 inch iron rod found for a corner at the South
end of the aforementioned corner clip at the intersection of said

(Continued)

Northeast line of Esters Boulevard and the aforementioned Southeast line of
Freeport Parkway;

Thence North 09 degrees 19 minutes 10 seconds East, along said corner clip, a
distance of 25.00 feet to the POINT OF BEGINNING and CONTAINING 647,837 square
feet or 14.8723 acres of land, more or less.

EXHIBIT "B"
----------

BASIC INFORMATION
-----------------

A.   DEFINITIONS:  As used in this Agreement and the attached exhibits, the
-----------
following terms shall have the following meanings:

1.   "Administrative Agent" means Bank of America, N.A., in its capacity as
--------------------
administrative agent under any of the Loan Documents, or any successor
administrative agent.

2.   "Administrative Agent Advances" means advances as set forth in Section
-----------------------------                                 -------
1 of this Agreement.
-

3.   "Administrative Agent's Office" means Administrative Agent's address
-----------------------------
and, as appropriate, account as set forth on the Schedule of Lenders, or such
other address or account as Administrative Agent hereafter may from time to time
notify to Borrower and Lenders.

4.   "Administrative Agent's Time" means the time of day observed in the
---------------------------
city where Administrative Agent's office is located.

5.   "Advance Termination Date" means the Maturity Date.
------------------------

6.   "Affiliate" means any person directly or indirectly controlling,
---------
controlled by, or under direct or indirect common control with, such person. A
person shall be deemed to be "controlled by" any other person if such other
person possesses, directly or indirectly, power (a) to vote 10% or more of the
securities (on a fully diluted basis) having ordinary voting power for the
election of directors or managing general partners; or (b) to direct or cause
the direction of the management and policies of such person whether by contract
or otherwise.

7.   "Agent-Related Persons" means Administrative Agent (including any
---------------------
successor administrative agent), together with its Affiliates (including
Arranger), and the officers, directors, employees, agents and attorneys-in-fact
of such persons and Affiliates.

8.   "Aggregate Cost" has the meaning set forth in Section 1.4 of this
--------------                               -----------
Agreement.

9.   "Agreement" has the meaning set forth in the introductory paragraph of
---------
this Agreement, and includes all exhibits attached hereto and referenced in
Section 1.1.
-----------

10.  "Appraised Value" means at least $42,750,000.00.
---------------

11.  "Arranger" means Banc of America Securities LLC, in its capacity as
--------
sole arranger and sole book manager.

12.  "Assignment and Acceptance" means an Assignment and Acceptance
-------------------------
substantially in the form of Exhibit "L".
----------

13.  "Association" means Freeport Property Owners Association, Inc., a
-----------
Texas non-profit corporation.

EXHIBIT "B"

14.  "Basic Information" has the meaning set forth in Section 1.1 of this
-----------------                               -----------
Agreement.

15.  "Borrower" has the meaning set forth in the introductory paragraph of
--------
this Agreement.

16.  "Borrower's Deposit" has the meaning set forth in Section 1.5 of this
------------------                               -----------
Agreement.

17.  "Budget" means the budget and cost itemization for the Project
------
attached as Exhibit "D".
-----------

18.  "Business Day" means any day other than a Saturday, Sunday or other
------------
day on which commercial banks are authorized to close under the laws of, or are
in fact closed in, the state where Administrative Agent's Office is located or,
if such day relates to any LIBOR Rate, means any such day on which dealings in
dollar deposits are conducted by and between banks in the London, England
interbank market.

19.  "Commitment" means, as to each Lender, its obligation to advance its
----------
Pro Rata Share of the Loan in an aggregate principal amount not exceeding the
amount set forth opposite such Lender's name on the Schedule of Lenders at any
one time outstanding, as such amount may be reduced or adjusted from time to
time in accordance with this Agreement (collectively, the "combined
--------
Commitments").
-----------

20.  "Completion Date" means the earlier of (i) that date which is fourteen
---------------
(14) months from the Construction Commencement Date, or (ii) any earlier date
required by the Nissan Lease for completion of the Improvements.

21.  "Construction Commencement Date" means on or before February 1, 2002.
------------------------------

22.  "Construction Consultant" means the construction consultant, if any,
-----------------------
engaged by Administrative Agent with respect to the Project.

23.  "Debtor Relief Laws" means the Bankruptcy Code of the United States of
------------------
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

24.  "Deed of Trust" means the Deed of Trust, Assignment and Security
-------------
Agreement dated November 30, 2001, from the Borrower to certain trustees for
Administrative Agent and Lender's benefit, securing repayment of the
Indebtedness and Borrower's performance of its other obligations to
Administrative Agent and Lenders under the Loan Documents, as amended, modified,
supplemented, restated and replaced from time to time.

25.  "Default" has the meaning set forth in Section 4.1 of this Agreement.
-------                               -----------

26.  "Defaulting Lender" means a Lender that fails to pay its Pro Rata
-----------------
Share of a Payment Amount within five (5) Business Days after notice from
Administrative Agent, until such Lender cures such failure as permitted in this
Agreement.

EXHIBIT "B"

27.  "Defaulting Lender Amount" means the Defaulting Lender's Pro Rata
------------------------
Share of a Payment Amount.

28.  "Defaulting Lender Payment Amounts" means a Defaulting Lender Amount
---------------------------------
plus interest from the date such Defaulting Lender Amount was funded by
Administrative Agent and/or an Electing Lender, as applicable, to the date such
amount is repaid to Administrative Agent and/or such Electing Lender, as
applicable, at the rate per annum applicable to such Defaulting Lender Amount
under the Loan or otherwise at the Prime Rate.

29.  "Development Agreement" has the meaning set forth in the Deed of
---------------------
Trust.

30.  "Draw Request" means a properly completed and executed written
------------
application by Borrower to Lenders in the form of Exhibit "F-1" (or in another
------------
form approved by Administrative Agent) setting forth the amount of Loan proceeds
desired, together with such schedules, affidavits, releases, waivers,
statements, invoices, bills and other documents, certificates and information
Lenders require.

31.  "Eligible Assignee" has the meaning set forth in Section 6.5.
-----------------                               -----------

32.  "Environmental Agreement" means the Environmental Indemnity Agreement
-----------------------
of even date herewith by and among Borrower, Guarantor and Administrative Agent
for the benefit of Lenders.

33.  "Excusable Delay" means a delay, not to exceed a total of ten (10)
---------------
days, caused by unusually adverse weather conditions which have not been taken
into account in the construction schedule, fire, earthquake or other acts of
God, strikes, lockouts, acts of public enemy, riots or insurrections or any
other unforeseen circumstances or events beyond the control of Borrower (except
financial circumstances or events or matters which may be resolved by the
payment of money), and as to which Borrower notifies Administrative Agent in
writing within five (5) days after such occurrence; provided, however, no
Excusable Delay shall extend the Completion Date or suspend or abate any
obligation of Borrower or any Guarantor or any other person to pay any money.

34.  "Federal Funds Rate" means, for any day, the rate per annum (rounded
------------------
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
--------
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Bank of America on such day on such
transactions as determined by Administrative Agent.

35.  "Financial Statements" means (i) for each reporting party other than
--------------------
an individual, a balance sheet, income statement, statements of cash flow and
amounts and sources of contingent liabilities, a reconciliation of changes in
equity and liquidity verification, and unless Administrative Agent otherwise
consents, consolidated and consolidating statements if the reporting party is a
holding company or a parent of a subsidiary entity; and (ii) for each reporting
party who is an individual, a balance sheet, statements of amount and sources of
contingent liabilities, sources and uses of cash and liquidity verification and,
unless Administrative Agent otherwise consents, Financial Statements for each
entity owned or jointly owned by the reporting party. For purposes of this
definition and any

EXHIBIT "B"

covenant requiring the delivery of Financial Statements, each party for whom
Financial Statements are required is a "reporting party" and a specified period
---------------
to which the required Financial Statements relate is a "reporting period".
----------------

36.  "Foundations" means The Ruth Ray and H.L. Hunt Foundation, a Texas
-----------
non-profit corporation and The Ruth Foundation, a Texas non-profit corporation.

37.  "Funding Date" means the date on which an advance of Loan proceeds or
------------
Borrower's Deposit shall occur.

38.  "Guarantor" means Wells Real Estate Investment Trust, Inc., a Maryland
---------
corporation.

39.  "Improvements" means all on-site and off-site improvements to the Land
------------
for an approximately 268,290 square foot, three-story office building with
accessory parking, child care facilities, fitness center, kitchen, dining areas,
warehouse space, training rooms, document preparation areas and
telecommunications room, to be constructed on the Land, together with all
fixtures, tenant improvements, and appurtenances now or later to be located on
the Land and/or in such improvements.

40.  "Indebtedness" means any and all indebtedness to Administrative Agent
------------
or Lenders evidenced, governed or secured by, or arising under, any of the Loan
Documents, including the Loan, Swap Contracts and all Letters of Credit.

41.  "Indemnified Liabilities" has the meaning set forth in Section 6.1.
-----------------------                               -----------

42.  "Land" means the real property described in Exhibit "A".
----                                       -----------

43.  "Laws" means all constitutions, treaties, statutes, laws, ordinances,
----
regulations, rules, orders, writs, injunctions, or decrees of the United States
of America, any state or commonwealth, any municipality, any foreign country,
any territory or possession, or any Tribunal.

44.  "Lender" means each lender from time to time party to this Agreement.
------

45.  "Lending Office" means, as to any Lender, the office or offices of
--------------
such Lender described as such on the Schedule of Lenders, or such other office
-------------------
or offices as such Lender may from time to time notify Borrower and
Administrative Agent.

46.  "Loan" means the loan by Lenders to Borrower, in the maximum amount of
----
$34,200,000.00, but not to exceed, in the aggregate, the payment of 80.9% of the
costs incident to the Project as specified in the Budget. In the event the
aggregate amount of the actual costs incident to the Project are less than the
aggregate amount specified in the Budget, the maximum amount described above
shall be reduced by the difference between the aggregate amount specified in the
Budget and the aggregate amount of such actual costs.

47.  "Loan Documents" means this Agreement (including all exhibits), the
--------------
Deed of Trust, any Note, the Environmental Agreement, any guaranty, financing
statements, Swap Contracts, the Budget, each Draw Request, and such other
documents evidencing, securing or pertaining to the Loan as shall, from time to
time, be executed and/or delivered by Borrower, Guarantor, or any other party to
Administrative Agent or any Lender pursuant to this Agreement, as they may be
amended, modified, restated, replaced and supplemented from time to time.

EXHIBIT "B"

48. "Material Adverse Effect" means (a) a material adverse change in,
-----------------------
or a material adverse effect upon, the Project, or the operations, business,
properties, condition (financial or otherwise) or prospects of the Borrower or
the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of
the ability of any party to the Loan Documents to perform its obligations under
any Loan Document to which it is a party; or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any party to
the Loan Documents of any Loan Document to which it is a party.

49. "Maturity Date" means July 30, 2003, as it may be earlier
-------------
terminated or extended in accordance with the terms hereof.

50. "Nissan" means Nissan Motor Acceptance Corporation, a California
------
corporation.

51. "Nissan Lease" means that certain Lease Agreement dated September
------------
19, 2001 by and between Borrower, as landlord, and Nissan, as tenant, with
respect to the Improvements.

52. "Notes" means the Promissory Notes each dated November 30, 2001
-----
executed by Borrower and payable to the order of each Lender in the amount of
each Lender's Commitment and collectively in the maximum principal amount of the
Loan, substantially in the form of Exhibit "M" as amended, modified, replaced,
-----------
restated, extended or renewed from time to time.

53. "Obligations" means all advances to, and debts, liabilities,
-----------
obligations, covenants and duties of, any party to a Loan Document arising under
any Loan Document, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest that accrues after the commencement by
or against any party to a Loan Document or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such person as the debtor in such
proceeding.

54. "Payment Amount" means an advance of the Loan, an unreimbursed
--------------
Administrative Agent Advance, an unreimbursed Indemnified Liability, or any
other amount that a Lender is required to fund under this Agreement.

55. "Permitted Changes" means changes to the Plans or Improvements,
-----------------
provided the cost of any single change or extra does not exceed $50,000.00 and
the aggregate amount of all such changes and extras (whether positive or
negative) does not exceed $500,000.00.

56. "Permitted Lender" means [intentionally omitted].
----------------

57. "Plans" means the plans and specifications listed in Exhibit "E"
-----                                               -----------
and all modifications thereof and additions thereto that are included as part of
the Plans as the same shall be approved by Administrative Agent in the exercise
of its sole discretion in accordance with the terms of this Agreement.

58. "Potential Default" means any condition or event which with the
-----------------
giving of notice or lapse of time or both would, unless cured or waived, become
a Default.

EXHIBIT "B"

59. "Prime Rate" means, on any day, the rate of interest per annum then
----------
most recently established by Administrative Agent as its "prime rate," it being
understood and agreed that such rate is set by Administrative Agent as a general
reference rate of interest, taking into account such factors as Administrative
Agent may deem appropriate, that it is not necessarily the lowest or best rate
actually charged to any customer or a favored rate, that it may not correspond
with future increases or decreases in interest rates charged by other lenders or
market rates in general, and that Administrative Agent may make various business
or other loans at rates of interest having no relationship to such rate. If
Administrative Agent (including any subsequent Administrative Agent) ceases to
exist or to establish or publish a prime rate from which the Prime Rate is then
determined, the applicable variable rate from which the Prime Rate is determined
thereafter shall be instead the prime rate reported in The Wall Street Journal
-----------------------
(or the average prime rate if a high and a low prime rate are therein reported),
and the Prime Rate shall change without notice with each change in such prime
rate as of the date such change is reported.

60. "Principal Debt" means the aggregate unpaid principal balance of
--------------
this Loan at the time in question.

61. "Pro Rata Share" means, with respect to each Lender, the percentage
--------------
of the Loan set forth opposite the name of that Lender on the Schedule of
-----------
Lenders, as such share may be adjusted pursuant to Section 6.5.
-------                                            -----------

62. "Project" means the acquisition of the Land, the  construction of
-------
the Improvements, and if applicable, the leasing and operation of the
Improvements.

63. "Property" means the Land, the Improvements and all other property
--------
constituting the "Deed of Trust Property," as described in the Deed of Trust, or
subject to a right, lien or security interest to secure the Loan pursuant to any
other Loan Document.

64. "Required Lenders" means as of any date of determination at least
----------------
two Lenders (excluding Defaulting Lenders) holding Pro Rata Shares of the Loan
aggregating more than 50% of the aggregate outstanding principal amount of the
Loan (excluding that portion of the Loan held by a Defaulting Lender or
Defaulting Lenders).

65. "Rights" means rights, remedies, powers and privileges.
------

66. "Schedule of Lenders" means the schedule of Lenders party to this
-------------------
Agreement as set forth on Exhibit "N", as it may be modified from time to time
-----------
in accordance with this Agreement.

67. "Stored Materials Advance Limit" means $0.00.
------------------------------

68. "Subsidiary" means a corporation, partnership, joint venture,
----------
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries.

69. "Survey" means a survey prepared in accordance with Exhibit "G" or
------                                             -----------
as otherwise approved by Administrative Agent in its sole discretion.

EXHIBIT "B"

70. "Swap Contract" means (a) any and all rate swap transactions, basis
-------------
swaps, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price
or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency
options, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, or
(b) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association,
Inc., or any other master agreement (any such master agreement, together with
any related schedules, as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, a "Master Agreement"), including any such
----------------
obligations or liabilities under any Master Agreement.

71. "Telerate Page 3750" means the British Bankers  Association  Libor
------------------
Rates (determined at 11:00 a.m. London, England time) that are published by
Bridge Information Systems, Inc.

72. "Title Insurance" means the loan policy or policies of title
---------------
insurance issued to Administrative Agent for the benefit of Lenders by the Title
Insurer, in an amount equal to the maximum principal amount of the Loan,
insuring the validity and priority of the Deed of Trust encumbering the Land and
Improvements for the benefit of Administrative Agent and Lenders.

73. "Title Insurer" means Lawyers Title Insurance Corporation.
-------------

74. "Tribunal" means any state, commonwealth, federal, foreign,
--------
territorial or other court or governmental department, commission, board,
bureau, district, authority, agency, central bank, or instrumentality, or any
arbitration authority.

B.       FINANCIAL STATEMENTS:
--------------------

Borrower shall provide or cause to be provided to Administrative Agent
with a copy for each Lender all of the following:

(a) Financial Statements of Borrower, and, if Borrower is a partnership
of each general partner of Borrower for each fiscal year of such reporting
party, as soon as reasonably practicable and in any event within one hundred
twenty (120) days after the close of each fiscal year, and for each fiscal
quarter of each such reporting party, as soon as reasonably practicable and in
any event within forty-five (45) days after the close of each such reporting
period.

(b) Financial Statements of Guarantor for each fiscal year of
Guarantor, as soon as reasonably practicable and in any event within one hundred
twenty (120) days after the close of each fiscal year, and for each fiscal
quarter of Guarantor, as soon as reasonably practicable and in any event within
forty-five (45) days after the close of each such reporting period.

(c) Prior to commencement of operations of the Improvements, a capital
and operating budget for the Property for its first fiscal year (or portion
thereof) of operations; and after commencement of operations in the
Improvements: (i) prior to the beginning of each fiscal year of

EXHIBIT "B"

Borrower, a capital and operating budget for the Property; and (ii) for each
month (and for the fiscal year through the end of that month) (A) a statement of
all income and expenses in connection with the Property, and (B) a current
leasing status report (including tenants' names, occupied tenant space, lease
terms, rents, vacant space and proposed rents), including in each case a
comparison to the budget, as soon as reasonably practicable but in any event
within thirty (30) days after the end of each such month, certified in writing
as true and correct by a representative of Borrower satisfactory to
Administrative Agent. Items provided under this paragraph shall be in form and
detail satisfactory to Administrative Agent.

(d) Copies of filed federal and state income tax returns of Borrower
and Guarantor for each taxable year, within twenty (20) days after filing but in
any event not later than one hundred fifty (150) days after the close of each
such taxable year.

(e) From time to time promptly after Administrative Agent's request,
such additional information, reports and statements respecting the Property and
the Improvements, or the business operations and financial condition of each
reporting party, as Administrative Agent may reasonably request.

All Financial Statements shall be in form and detail satisfactory to
Administrative Agent and shall contain or be attached to the signed and dated
written certification of the reporting party in form specified by Administrative
Agent to certify that the Financial Statements are furnished to Administrative
Agent in connection with the extension of credit by Lenders and constitute a
true and correct statement of the reporting party's financial position. All
certifications and signatures on behalf of corporations, partnerships or other
entities shall be by a representative of the reporting party satisfactory to
Administrative Agent. All Financial Statements for a reporting party who is an
individual shall be on Administrative Agent's then-current personal financial
statement form or in another form satisfactory to Administrative Agent. All
fiscal year-end Financial Statements of Borrower and Guarantor shall be audited
and certified, without any qualification or exception not acceptable to
Administrative Agent, by independent certified public accountants acceptable to
Administrative Agent, and shall contain all reports and disclosures required by
generally accepted accounting principles for a fair presentation.

EXHIBIT "B"

PROMISSORY NOTE
---------------
(BANK OF AMERICA, N.A.)
$11,400,000.00                                                 November 30, 2001
-----------

FOR VALUE RECEIVED, WELLS OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership ("Borrower"), hereby promises to pay to the order of BANK OF
--------
AMERICA, N.A., a national banking association (together with any and all of its
successors and assigns and/or any other holder of this Note, "Lender"), in
------
accordance with that certain Loan Agreement (defined below) among Borrower, Bank
of America, N.A., a national banking association (together with any and all of
its successors and assigns, "Administrative Agent"), as agent for the benefit of
--------------------
the Lenders from time to time a party to that certain Construction Loan
Agreement (Syndication) (the "Loan Agreement") dated of even date herewith,
--------------
without offset, in immediately available funds in lawful money of the United
States of America, at Bank of America Plaza, 600 Peachtree Street, N.E., in the
City of Atlanta, Fulton County, Georgia, the principal sum of ELEVEN MILLION
FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($11,400,000.00) (or the unpaid balance
of all principal advanced against this Note, if that amount is less), together
with interest on the unpaid principal balance of this Note from day to day
outstanding as hereinafter provided.

1. Note; Interest; Payment Schedule and Maturity Date. This Note is one
--------------------------------------------------
of the Notes referred to in the Loan Agreement and is entitled to the benefits
thereof and subject to prepayment in whole or part as provided therein. The
entire principal balance of this Note then unpaid shall be due and payable at
the times as set forth in the Loan Agreement. Accrued unpaid interest shall be
due and payable at the times and at the interest rate as set forth in the Loan
Agreement until all principal and accrued interest owing on this Note shall have
been fully paid and satisfied. Any amount not paid when due and payable
hereunder shall, to the extent permitted by applicable law, bear interest and if
applicable a late charge as set forth in the Loan Agreement.

2. Security; Loan Documents. The security for this Note includes a Deed
------------------------
of Trust, Assignment, Security Agreement and Financing Statement (which, as it
may have been or may be amended, restated, modified or supplemented from time to
time, is herein called the "Deed") of even date herewith from Borrower to
----
Administrative Agent, for itself and as Administrative Agent for the lenders
from time to time a party to that certain Construction Loan Agreement
(Syndication) among Borrower, Lender and such other Lenders dated of even date
herewith (the "Loan Agreement"), conveying and encumbering certain property in
--------------
Irving, Dallas County, Texas described therein (the "Property"). This Note, the
--------
Deed, the Loan Agreement and all other documents now or hereafter securing,
guaranteeing or executed in connection with the loan evidenced by this Note (the
"Loan"), are, as the same have been or may be amended, restated, modified or
----
supplemented from time to time, herein sometimes called individually a "Loan
----
Document" and together the "Loan Documents."
--------                    --------------

PAGE 1

3.   Defaults.
--------

(a)   It shall be a default ("Default") under this Note and each of
-------
the other Loan Documents if (i) any principal, interest or other amount of money
due under this Note is not paid in full when due, regardless of how such amount
may have become due; (ii) any covenant, agreement, condition, representation or
warranty herein or in any other Loan Document is not fully and timely performed,
observed or kept; or (iii) there shall occur any default or event of default
under the Deed or any other Loan Document that extends beyond any applicable
cure or grace period. Upon the occurrence of a Default, subject to the terms of
Section 4.2 of the Deed, Administrative Agent on behalf of the Lenders shall
have the rights to declare the unpaid principal balance and accrued but unpaid
interest on this Note, and all other amounts due hereunder and under the other
Loan Documents, at once due and payable (and upon such declaration, the same
shall be at once due and payable), to foreclose any liens and security interests
securing payment hereof and to exercise any of its other rights, powers and
remedies under this Note, under any other Loan Document, or at law or in equity.

(b)   All of the rights, remedies, powers and privileges (together,
"Rights") of Administrative Agent on behalf of the Lenders provided for in this
------
Note and in any other Loan Document are cumulative of each other and of any and
all other Rights at law or in equity. The resort to any Right shall not prevent
the concurrent or subsequent employment of any other appropriate Right. No
single or partial exercise of any Right shall exhaust it, or preclude any other
or further exercise thereof, and every Right may be exercised at any time and
from time to time. No failure by Administrative Agent or any Lender to exercise,
nor delay in exercising any Right, including but not limited to the right to
accelerate the maturity of this Note, shall be construed as a waiver of any
Default or as a waiver of any Right. Without limiting the generality of the
foregoing provisions, the acceptance by Lender from time to time of any payment
under this Note which is past due or which is less than the payment in full of
all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the right of Administrative Agent
or any Lender to accelerate the maturity of this Note or to exercise any other
Right at the time or at any subsequent time, or nullify any prior exercise of
any such Right, or (ii) constitute a waiver of the requirement of punctual
payment and performance or a novation in any respect.

(c)   If Lender retains an attorney in connection with any Default or
at maturity or to collect, enforce or defend this Note or any other Loan
Document in any lawsuit or in any probate, reorganization, bankruptcy,
arbitration or other proceeding, or if Borrower sues Lender in connection with
this Note or any other Loan Document and does not prevail, then Borrower agrees
to pay to Lender, in addition to principal, interest and any other sums owing to
Lender hereunder and under the other Loan Documents, all costs and expenses
incurred by Lender in trying to collect this Note or in any such suit or
proceeding, including, without limitation, reasonable attorneys' fees and
expenses actually incurred by Lender, investigation costs and all court costs,
whether or not suit is filed hereon, whether before or after the Maturity Date,
or whether in connection with bankruptcy, insolvency or appeal, or whether
collection is made against Borrower or any guarantor or endorser or any other
person primarily or secondarily liable hereunder.

PAGE 2

4.   Heirs, Successors and Assigns. The terms of this Note and of the other
-----------------------------
Loan Documents shall bind and inure to the benefit of the successors and assigns
of the parties. The foregoing sentence shall not be construed to permit Borrower
to assign the Loan except as otherwise permitted under the Loan Documents. As
further provided in the Loan Agreement, a Lender may, at any time, sell,
transfer, or assign all or a portion of its interest in this Note, the Deed and
the other Loan Documents, as set forth in the Loan Agreement.

5.   General Provisions. Time is of the essence with respect to Borrower's
------------------
obligations under this Note. If more than one person or entity executes this
Note as Borrower, all of said parties shall be jointly and severally liable for
payment of the indebtedness evidenced hereby. Borrower and all sureties,
endorsers, guarantors and any other party now or hereafter liable for the
payment of this Note in whole or in part, hereby severally (a) waive demand,
presentment for payment, notice of dishonor and of nonpayment, protest, notice
of protest, notice of intent to accelerate, notice of acceleration and all other
notices (except any notices which are specifically required by this Note or any
other Loan Document), filing of suit and diligence in collecting this Note or
enforcing any of the security herefor; (b) agree to any substitution,
subordination, exchange or release of any such security or the release of any
party primarily or secondarily liable hereon; (c) agree that Lender shall not be
required first to institute suit or exhaust its remedies hereon against Borrower
or others liable or to become liable hereon or to perfect or enforce its rights
against them or any security herefor; (d) consent to any extensions or
postponements of time of payment of this Note for any period or periods of time
and to any partial payments, before or after maturity, and to any other
indulgences with respect hereto, without notice thereof to any of them; and (e)
submit (and waive all rights to object) to non-exclusive personal jurisdiction
of any state or federal court sitting in the State of Georgia, and venue in the
county in which payment is to be made as specified in Section 1 of this Note,
for the enforcement of any and all obligations under this Note and the Loan
Documents; (f) waive the benefit of all homestead and similar exemptions as to
this Note; (g) agree that their liability under this Note shall not be affected
or impaired by any determination that any title, security interest or lien taken
by Lender to secure this Note is invalid or unperfected; and (h) hereby
subordinate to the Loan and the Loan Documents any and all rights against
Borrower and any of the security for the payment of this Note, whether by
subrogation, agreement or otherwise, until this Note is paid in full. A
determination that any provision of this Note is unenforceable or invalid shall
not affect the enforceability or validity of any other provision and the
determination that the application of any provision of this Note to any person
or circumstance is illegal or unenforceable shall not affect the enforceability
or validity of such provision as it may apply to other persons or circumstances.
This Note may not be amended except in a writing specifically intended for such
purpose and executed by the party against whom enforcement of the amendment is
sought. Captions and headings in this Note are for convenience only and shall be
disregarded in construing it. THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND
INTERPRETATION, SHALL BE GOVERNED BY GEORGIA LAW (WITHOUT REGARD TO ANY CONFLICT
OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.

6.   Notices. Any notice, request or demand to or upon Borrower or Lender
-------
shall be deemed to have been properly given or made when delivered in accordance
with the Loan Agreement.

PAGE 3

7.   No Usury. It is expressly stipulated and agreed to be the intent of
--------
Borrower, Administrative Agent and Lenders at all times to comply with
applicable state law or applicable United States federal law (to the extent that
it permits Lender to contract for, charge, take, reserve, or receive a greater
amount of interest than under state law) and that this Section shall control
every other covenant and agreement in this Note and the other Loan Documents. If
applicable state or federal law should at any time be judicially interpreted so
as to render usurious any amount called for under this Note or under any of the
other Loan Documents, or contracted for, charged, taken, reserved, or received
with respect to the Loan, or if Lender's exercise of the option to accelerate
the Maturity Date, or if any prepayment by Borrower results in Borrower having
paid any interest in excess of that permitted by applicable law, then it is
Lender's express intent that all excess amounts theretofore collected by Lender
shall be credited on the principal balance of this Note and all other
indebtedness secured by the Deed, and the provisions of this Note and the other
Loan Documents shall immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new documents, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder
or thereunder. All sums paid or agreed to be paid to Lender for the use or
forbearance of the Loan shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term of
the Loan.

THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

PAGE 4

IN WITNESS WHEREOF, Borrower has duly executed this Note under seal as of
the date first above written.

BORROWER:

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By:  WELLS REAL ESTATE INVESTMENT
TRUST, INC., a Maryland corporation

By: /S/ Douglas P. Williams
------------------------------------
Douglas P. Williams
Executive Vice President

[CORPORATE SEAL]

PAGE 5

PROMISSORY NOTE
---------------
(GUARANTY BANK)
$11,400,000.00                                                 November 30, 2001
-----------------

FOR VALUE RECEIVED, WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership ("Borrower"), hereby promises to pay to the order of GUARANTY BANK,
--------
a national banking association (together with any and all of its successors and
assigns and/or any other holder of this Note, "Lender"), in accordance with that
------
certain Loan Agreement (defined below) among Borrower, Bank of America, N.A., a
national banking association (together with any and all of its successors and
assigns, "Administrative Agent"), as agent for the benefit of the Lenders from
--------------------
time to time a party to that certain Construction Loan Agreement (Syndication)
(the "Loan Agreement") dated of even date herewith, without offset, in
--------------
immediately available funds in lawful money of the United States of America, at
Bank of America Plaza, 600 Peachtree Street, N.E., in the City of Atlanta,
Fulton County, Georgia, the principal sum of ELEVEN MILLION FOUR HUNDRED
THOUSAND AND NO/100 DOLLARS ($11,400,000.00) (or the unpaid balance of all
principal advanced against this Note, if that amount is less), together with
interest on the unpaid principal balance of this Note from day to day
outstanding as hereinafter provided.

1.   Note; Interest; Payment Schedule and Maturity Date. This Note is one
--------------------------------------------------
of the Notes referred to in the Loan Agreement and is entitled to the benefits
thereof and subject to prepayment in whole or part as provided therein. The
entire principal balance of this Note then unpaid shall be due and payable at
the times as set forth in the Loan Agreement. Accrued unpaid interest shall be
due and payable at the times and at the interest rate as set forth in the Loan
Agreement until all principal and accrued interest owing on this Note shall have
been fully paid and satisfied. Any amount not paid when due and payable
hereunder shall, to the extent permitted by applicable law, bear interest and if
applicable a late charge as set forth in the Loan Agreement.

2.   Security; Loan Documents. The security for this Note includes a Deed
------------------------
of Trust, Assignment, Security Agreement and Financing Statement (which, as it
may have been or may be amended, restated, modified or supplemented from time to
time, is herein called the "Deed") of even date herewith from Borrower to
----
Administrative Agent, for itself and as Administrative Agent for the lenders
from time to time a party to that certain Construction Loan Agreement
(Syndication) among Borrower, Lender and such other Lenders dated of even date
herewith (the "Loan Agreement"), conveying and encumbering certain property in
--------------
Irving, Dallas County, Texas described therein (the "Property"). This Note, the
--------
Deed, the Loan Agreement and all other documents now or hereafter securing,
guaranteeing or executed in connection with the loan evidenced by this Note (the
"Loan"), are, as the same have been or may be amended, restated, modified or
----
supplemented from time to time, herein sometimes called individually a "Loan
----
Document" and together the "Loan Documents."
--------                    --------------

PAGE 1

3.   Defaults.
--------

(a)  It shall be a default ("Default") under this Note and each of the
-------
other Loan Documents if (i) any principal, interest or other amount of money due
under this Note is not paid in full when due, regardless of how such amount may
have become due; (ii) any covenant, agreement, condition, representation or
warranty herein or in any other Loan Document is not fully and timely performed,
observed or kept; or (iii) there shall occur any default or event of default
under the Deed or any other Loan Document that extends beyond any applicable
cure or grace period. Upon the occurrence of a Default, subject to the terms of
Section 4.2 of the Deed, Administrative Agent on behalf of the Lenders shall
have the rights to declare the unpaid principal balance and accrued but unpaid
interest on this Note, and all other amounts due hereunder and under the other
Loan Documents, at once due and payable (and upon such declaration, the same
shall be at once due and payable), to foreclose any liens and security interests
securing payment hereof and to exercise any of its other rights, powers and
remedies under this Note, under any other Loan Document, or at law or in equity.

(b)  All of the rights, remedies, powers and privileges (together,
"Rights") of Administrative Agent on behalf of the Lenders provided for in this
------
Note and in any other Loan Document are cumulative of each other and of any and
all other Rights at law or in equity. The resort to any Right shall not prevent
the concurrent or subsequent employment of any other appropriate Right. No
single or partial exercise of any Right shall exhaust it, or preclude any other
or further exercise thereof, and every Right may be exercised at any time and
from time to time. No failure by Administrative Agent or any Lender to exercise,
nor delay in exercising any Right, including but not limited to the right to
accelerate the maturity of this Note, shall be construed as a waiver of any
Default or as a waiver of any Right. Without limiting the generality of the
foregoing provisions, the acceptance by Lender from time to time of any payment
under this Note which is past due or which is less than the payment in full of
all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the right of Administrative Agent
or any Lender to accelerate the maturity of this Note or to exercise any other
Right at the time or at any subsequent time, or nullify any prior exercise of
any such Right, or (ii) constitute a waiver of the requirement of punctual
payment and performance or a novation in any respect.

(c)  If Lender retains an attorney in connection with any Default or
at maturity or to collect, enforce or defend this Note or any other Loan
Document in any lawsuit or in any probate, reorganization, bankruptcy,
arbitration or other proceeding, or if Borrower sues Lender in connection with
this Note or any other Loan Document and does not prevail, then Borrower agrees
to pay to Lender, in addition to principal, interest and any other sums owing to
Lender hereunder and under the other Loan Documents, all costs and expenses
incurred by Lender in trying to collect this Note or in any such suit or
proceeding, including, without limitation, reasonable attorneys' fees and
expenses actually incurred by Lender, investigation costs and all court costs,
whether or not suit is filed hereon, whether before or after the Maturity Date,
or whether in connection with bankruptcy, insolvency or appeal, or whether
collection is made against Borrower or any guarantor or endorser or any other
person primarily or secondarily liable hereunder.

PAGE 2

4.   Heirs, Successors and Assigns.  The terms of this Note and of the
-----------------------------
other Loan Documents shall bind and inure to the benefit of the successors and
assigns of the parties. The foregoing sentence shall not be construed to permit
Borrower to assign the Loan except as otherwise permitted under the Loan
Documents. As further provided in the Loan Agreement, a Lender may, at any time,
sell, transfer, or assign all or a portion of its interest in this Note, the
Deed and the other Loan Documents, as set forth in the Loan Agreement.

5.   General Provisions. Time is of the essence with respect to
------------------
Borrower's obligations under this Note. If more than one person or entity
executes this Note as Borrower, all of said parties shall be jointly and
severally liable for payment of the indebtedness evidenced hereby. Borrower and
all sureties, endorsers, guarantors and any other party now or hereafter liable
for the payment of this Note in whole or in part, hereby severally (a) waive
demand, presentment for payment, notice of dishonor and of nonpayment, protest,
notice of protest, notice of intent to accelerate, notice of acceleration and
all other notices (except any notices which are specifically required by this
Note or any other Loan Document), filing of suit and diligence in collecting
this Note or enforcing any of the security herefor; (b) agree to any
substitution, subordination, exchange or release of any such security or the
release of any party primarily or secondarily liable hereon; (c) agree that
Lender shall not be required first to institute suit or exhaust its remedies
hereon against Borrower or others liable or to become liable hereon or to
perfect or enforce its rights against them or any security herefor; (d) consent
to any extensions or postponements of time of payment of this Note for any
period or periods of time and to any partial payments, before or after maturity,
and to any other indulgences with respect hereto, without notice thereof to any
of them; and (e) submit (and waive all rights to object) to non-exclusive
personal jurisdiction of any state or federal court sitting in the State of
Georgia, and venue in the county in which payment is to be made as specified in
Section 1 of this Note, for the enforcement of any and all obligations under
this Note and the Loan Documents; (f) waive the benefit of all homestead and
similar exemptions as to this Note; (g) agree that their liability under this
Note shall not be affected or impaired by any determination that any title,
security interest or lien taken by Lender to secure this Note is invalid or
unperfected; and (h) hereby subordinate to the Loan and the Loan Documents any
and all rights against Borrower and any of the security for the payment of this
Note, whether by subrogation, agreement or otherwise, until this Note is paid in
full. A determination that any provision of this Note is unenforceable or
invalid shall not affect the enforceability or validity of any other provision
and the determination that the application of any provision of this Note to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances. This Note may not be amended except in a writing specifically
intended for such purpose and executed by the party against whom enforcement of
the amendment is sought. Captions and headings in this Note are for convenience
only and shall be disregarded in construing it. THIS NOTE, AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY GEORGIA LAW (WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.

6.   Notices. Any notice, request or demand to or upon Borrower or Lender
-------
shall be deemed to have been properly given or made when delivered in accordance
with the Loan Agreement.

PAGE 3

7.   No Usury. It is expressly stipulated and agreed to be the intent of
--------
Borrower, Administrative Agent and Lenders at all times to comply with
applicable state law or applicable United States federal law (to the extent that
it permits Lender to contract for, charge, take, reserve, or receive a greater
amount of interest than under state law) and that this Section shall control
every other covenant and agreement in this Note and the other Loan Documents. If
applicable state or federal law should at any time be judicially interpreted so
as to render usurious any amount called for under this Note or under any of the
other Loan Documents, or contracted for, charged, taken, reserved, or received
with respect to the Loan, or if Lender's exercise of the option to accelerate
the Maturity Date, or if any prepayment by Borrower results in Borrower having
paid any interest in excess of that permitted by applicable law, then it is
Lender's express intent that all excess amounts theretofore collected by Lender
shall be credited on the principal balance of this Note and all other
indebtedness secured by the Deed, and the provisions of this Note and the other
Loan Documents shall immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new documents, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder
or thereunder. All sums paid or agreed to be paid to Lender for the use or
forbearance of the Loan shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term of
the Loan.

THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

PAGE 4

IN WITNESS WHEREOF, Borrower has duly executed this Note under seal as of
the date first above written.

BORROWER:

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By: WELLS REAL ESTATE INVESTMENT
TRUST, INC., a Maryland corporation

By: /s/ Douglas P. Williams
--------------------------------------
Douglas P. Williams
Executive Vice President

[CORPORATE SEAL]

PAGE 5

PROMISSORY NOTE
---------------
(SOUTHTRUST BANK)
$11,400,000.00                                                 November 30, 2001
-----------------

FOR VALUE RECEIVED, WELLS OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership ("Borrower"), hereby promises to pay to the order of SOUTHTRUST
--------
BANK, a national banking association (together with any and all of its
successors and assigns and/or any other holder of this Note, "Lender"), in
------
accordance with that certain Loan Agreement (defined below) among Borrower, Bank
of America, N.A., a national banking association (together with any and all of
its successors and assigns, "Administrative Agent"), as agent for the benefit of
--------------------
the Lenders from time to time a party to that certain Construction Loan
Agreement (Syndication) (the "Loan Agreement") dated of even date herewith,
--------------
without offset, in immediately available funds in lawful money of the United
States of America, at Bank of America Plaza, 600 Peachtree Street, N.E., in the
City of Atlanta, Fulton County, Georgia, the principal sum of ELEVEN MILLION
FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($11,400,000.00) (or the unpaid
balance of all principal advanced against this Note, if that amount is less),
together with interest on the unpaid principal balance of this Note from day to
day outstanding as hereinafter provided.

1.   Note; Interest; Payment Schedule and Maturity Date. This Note is one
--------------------------------------------------
of the Notes referred to in the Loan Agreement and is entitled to the benefits
thereof and subject to prepayment in whole or part as provided therein. The
entire principal balance of this Note then unpaid shall be due and payable at
the times as set forth in the Loan Agreement. Accrued unpaid interest shall be
due and payable at the times and at the interest rate as set forth in the Loan
Agreement until all principal and accrued interest owing on this Note shall have
been fully paid and satisfied. Any amount not paid when due and payable
hereunder shall, to the extent permitted by applicable law, bear interest and if
applicable a late charge as set forth in the Loan Agreement.

2.   Security; Loan Documents. The security for this Note includes a Deed
------------------------
of Trust, Assignment, Security Agreement and Financing Statement (which, as it
may have been or may be amended, restated, modified or supplemented from time to
time, is herein called the "Deed") of even date herewith from Borrower to
----
Administrative Agent, for itself and as Administrative Agent for the lenders
from time to time a party to that certain Construction Loan Agreement
(Syndication) among Borrower, Lender and such other Lenders dated of even date
herewith (the "Loan Agreement"), conveying and encumbering certain property in
--------------
Irving, Dallas County, Texas described therein (the "Property"). This Note, the
--------
Deed, the Loan Agreement and all other documents now or hereafter securing,
guaranteeing or executed in connection with the loan evidenced by this Note (the
"Loan"), are, as the same have been or may be amended, restated, modified or
----
supplemented from time to time, herein sometimes called individually a "Loan
----
Document" and together the "Loan Documents."
--------                    --------------

PAGE 1

3.   Defaults.
--------

(a)  It shall be a default ("Default") under this Note and each of the
-------
other Loan Documents if (i) any principal, interest or other amount of money due
under this Note is not paid in full when due, regardless of how such amount may
have become due; (ii) any covenant, agreement, condition, representation or
warranty herein or in any other Loan Document is not fully and timely performed,
observed or kept; or (iii) there shall occur any default or event of default
under the Deed or any other Loan Document that extends beyond any applicable
cure or grace period. Upon the occurrence of a Default, subject to the terms of
Section 4.2 of the Deed, Administrative Agent on behalf of the Lenders shall
have the rights to declare the unpaid principal balance and accrued but unpaid
interest on this Note, and all other amounts due hereunder and under the other
Loan Documents, at once due and payable (and upon such declaration, the same
shall be at once due and payable), to foreclose any liens and security interests
securing payment hereof and to exercise any of its other rights, powers and
remedies under this Note, under any other Loan Document, or at law or in equity.

(b)  All of the rights, remedies, powers and privileges (together,
"Rights") of Administrative Agent on behalf of the Lenders provided for in this
-----
Note and in any other Loan Document are cumulative of each other and of any and
all other Rights at law or in equity. The resort to any Right shall not prevent
the concurrent or subsequent employment of any other appropriate Right. No
single or partial exercise of any Right shall exhaust it, or preclude any other
or further exercise thereof, and every Right may be exercised at any time and
from time to time. No failure by Administrative Agent or any Lender to exercise,
nor delay in exercising any Right, including but not limited to the right to
accelerate the maturity of this Note, shall be construed as a waiver of any
Default or as a waiver of any Right. Without limiting the generality of the
foregoing provisions, the acceptance by Lender from time to time of any payment
under this Note which is past due or which is less than the payment in full of
all amounts due and payable at the time of such payment, shall not (i)
constitute a waiver of or impair or extinguish the right of Administrative Agent
or any Lender to accelerate the maturity of this Note or to exercise any other
Right at the time or at any subsequent time, or nullify any prior exercise of
any such Right, or (ii) constitute a waiver of the requirement of punctual
payment and performance or a novation in any respect.

(c)  If Lender retains an attorney in connection with any Default or
at maturity or to collect, enforce or defend this Note or any other Loan
Document in any lawsuit or in any probate, reorganization, bankruptcy,
arbitration or other proceeding, or if Borrower sues Lender in connection with
this Note or any other Loan Document and does not prevail, then Borrower agrees
to pay to Lender, in addition to principal, interest and any other sums owing to
Lender hereunder and under the other Loan Documents, all costs and expenses
incurred by Lender in trying to collect this Note or in any such suit or
proceeding, including, without limitation, reasonable attorneys' fees and
expenses actually incurred by Lender, investigation costs and all court costs,
whether or not suit is filed hereon, whether before or after the Maturity Date,
or whether in connection with bankruptcy, insolvency or appeal, or whether
collection is made against Borrower or any guarantor or endorser or any other
person primarily or secondarily liable hereunder.

PAGE 2

4.   Heirs, Successors and Assigns.  The terms of this Note and of the
-----------------------------
other Loan Documents shall bind and inure to the benefit of the successors and
assigns of the parties. The foregoing sentence shall not be construed to permit
Borrower to assign the Loan except as otherwise permitted under the Loan
Documents. As further provided in the Loan Agreement, a Lender may, at any time,
sell, transfer, or assign all or a portion of its interest in this Note, the
Deed and the other Loan Documents, as set forth in the Loan Agreement.

5.   General Provisions. Time is of the essence with respect to
------------------
Borrower's obligations under this Note. If more than one person or entity
executes this Note as Borrower, all of said parties shall be jointly and
severally liable for payment of the indebtedness evidenced hereby. Borrower and
all sureties, endorsers, guarantors and any other party now or hereafter liable
for the payment of this Note in whole or in part, hereby severally (a) waive
demand, presentment for payment, notice of dishonor and of nonpayment, protest,
notice of protest, notice of intent to accelerate, notice of acceleration and
all other notices (except any notices which are specifically required by this
Note or any other Loan Document), filing of suit and diligence in collecting
this Note or enforcing any of the security herefor; (b) agree to any
substitution, subordination, exchange or release of any such security or the
release of any party primarily or secondarily liable hereon; (c) agree that
Lender shall not be required first to institute suit or exhaust its remedies
hereon against Borrower or others liable or to become liable hereon or to
perfect or enforce its rights against them or any security herefor; (d) consent
to any extensions or postponements of time of payment of this Note for any
period or periods of time and to any partial payments, before or after maturity,
and to any other indulgences with respect hereto, without notice thereof to any
of them; and (e) submit (and waive all rights to object) to non-exclusive
personal jurisdiction of any state or federal court sitting in the State of
Georgia, and venue in the county in which payment is to be made as specified in
Section 1 of this Note, for the enforcement of any and all obligations under
this Note and the Loan Documents; (f) waive the benefit of all homestead and
similar exemptions as to this Note; (g) agree that their liability under this
Note shall not be affected or impaired by any determination that any title,
security interest or lien taken by Lender to secure this Note is invalid or
unperfected; and (h) hereby subordinate to the Loan and the Loan Documents any
and all rights against Borrower and any of the security for the payment of this
Note, whether by subrogation, agreement or otherwise, until this Note is paid in
full. A determination that any provision of this Note is unenforceable or
invalid shall not affect the enforceability or validity of any other provision
and the determination that the application of any provision of this Note to any
person or circumstance is illegal or unenforceable shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances. This Note may not be amended except in a writing specifically
intended for such purpose and executed by the party against whom enforcement of
the amendment is sought. Captions and headings in this Note are for convenience
only and shall be disregarded in construing it. THIS NOTE, AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY GEORGIA LAW (WITHOUT REGARD
TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES FEDERAL LAW.

6.   Notices. Any notice, request or demand to or upon Borrower or Lender
-------
shall be deemed to have been properly given or made when delivered in accordance
with the Loan Agreement.

PAGE 3

7.   No Usury. It is expressly stipulated and agreed to be the intent of
--------
Borrower, Administrative Agent and Lenders at all times to comply with
applicable state law or applicable United States federal law (to the extent that
it permits Lender to contract for, charge, take, reserve, or receive a greater
amount of interest than under state law) and that this Section shall control
every other covenant and agreement in this Note and the other Loan Documents. If
applicable state or federal law should at any time be judicially interpreted so
as to render usurious any amount called for under this Note or under any of the
other Loan Documents, or contracted for, charged, taken, reserved, or received
with respect to the Loan, or if Lender's exercise of the option to accelerate
the Maturity Date, or if any prepayment by Borrower results in Borrower having
paid any interest in excess of that permitted by applicable law, then it is
Lender's express intent that all excess amounts theretofore collected by Lender
shall be credited on the principal balance of this Note and all other
indebtedness secured by the Deed, and the provisions of this Note and the other
Loan Documents shall immediately be deemed reformed and the amounts thereafter
collectible hereunder and thereunder reduced, without the necessity of the
execution of any new documents, so as to comply with the applicable law, but so
as to permit the recovery of the fullest amount otherwise called for hereunder
or thereunder. All sums paid or agreed to be paid to Lender for the use or
forbearance of the Loan shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full stated term of
the Loan.

THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

PAGE 4

IN WITNESS WHEREOF, Borrower has duly executed this Note under seal as of
the date first above written.

BORROWER:

WELLS OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership

By: WELLS REAL ESTATE INVESTMENT
TRUST, INC., a Maryland corporation

By: /s/ Douglas P. Williams
---------------------------------
Douglas P. Williams
Executive Vice President

[CORPORATE SEAL]

EXHIBIT 23.2

CONSENT OF ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP

Atlanta, Georgia
April 5, 2002

EXHIBIT 24.1

POWER OF ATTORNEY

POWER OF ATTORNEY
-----------------

Each person whose signature appears below hereby constitutes and appoints
Leo F. Wells, III and Douglas P. Williams, or either of them acting singly, as
his true and lawful attorney-in-fact, for him and in his name, place and stead,
to execute and sign any and all amendments, including any post-effective
amendments, to the Registration Statement on Form S-11 of Wells Real Estate
Investment Trust, Inc. or any additional Registration Statement filed pursuant
to Rule 462 and to cause the same to be filed with the Securities and Exchange
Commission hereby granting to said attorneys-in-fact and each of them full power
and authority to do and perform all and every act and thing whatsoever requisite
or desirable to be done in and about the premises as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact or either of them may
do or cause to be done by virtue of these presents.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed below, effective as of April 5, 2002, by
the following persons and in the capacities indicated below.

Signatures                                                 Title
----------                                                 -----

/s/ Leo F. Wells, III                                      President and Director
--------------------------------------------
Leo F. Wells, III                                          (Principal Executive Officer)

/s/ Douglas P. Williams                                    Executive Vice President and Director
--------------------------------------------
Douglas P. Williams                                        (Principal Financial and Accounting Officer)

/s/ John L. Bell                                           Director
--------------------------------------------
John L. Bell

/s/ Richard W. Carpenter                                   Director
------------------------------------
Richard W. Carpenter

/s/ Bud Carter                                             Director
--------------------------------------------
Bud Carter

/s/ William H. Keogler, Jr.                                Director
--------------------------------------------
William H. Keogler, Jr.

/s/ Donald S. Moss                                         Director
--------------------------------------------
Donald S. Moss

/s/ Walter W. Sessoms                                      Director
--------------------------------------------
Walter W. Sessoms

/s/ Neil H. Strickland                                     Director
--------------------------------------------
Neil H. Strickland